LAWS OF MALAYSIA REPRINT Act 197 REGISTRATION OF BUSINESSES ACT 1956 Incorporating all amendments up to 1 January 2006 PUBLISHED BY THE COMMISSIONER OF LAW REVISION, MALAYSIA UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 IN COLLABORATION WITH PERCETAKAN NASIONAL MALAYSIA BHD 2006 2 REGISTRATION OF BUSINESSES ACT 1956 First enacted... ... ... ... ... ... ... ... 1956 (Ordinance No. 47 of 1956) Revised ... ... ... ... ... ... ... ... ... 1978 (Act 197 w.e.f. 15 February 1978) PREVIOUS REPRINT First Reprint ... ... ... ... ... 2001 3 LAWS OF MALAYSIA Act 197 REGISTRATION OF BUSINESSES ACT 1956 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and application 2. Interpretation 3. Registrar, Deputy and Assistant Registrars of Businesses, inspectors, etc. PART II REGISTRATION, RENEWAL AND TERMINATION OF BUSINESS 4. Application 5. Registration 5A. Renewal of registration 5B. Changes in registered particulars 5C. Refusal to register or revocation of registration of, business 5D. Termination of business 5E. Removal of registered business from register 5F. Certificate of registration is conclusive evidence 6. Effect of registration 7. Rectification of register 8. Effect of non-registration and right to enforce contracts 4 Laws of Malaysia ACT 197 PART III MISCELLANEOUS Section 9. Inspection 10. Power of Registrar to obtain further information 11. Appeal 11A. Display of certificate of registration 12. Offences 12A. General penalty 13. Institution of prosecution 14. Compounding of offences 15. Officers and inspectors to be public servants 16. Rule making power Liability of partners, directors, etc. 17. Government, Commission, etc., not liable to suit 18. 18A. Service of notice, etc. Request for copy of certificate of registration, etc., 19. 20. Powers of the House of Representatives 21. Exemption (Deleted) 22. 22A. Electronic filing of documents 23. Repeal SCHEDULE Registration of Businesses 5 LAWS OF MALAYSIA Act 197 REGISTRATION OF BUSINESSES ACT 1956 An Act to provide for the registration of businesses. [Peninsular Malaysia--1 January 1957; Federal Territory of Labuan--15 March 1996, P.U. (A) 121/1996] PART I PRELIMINARY Short title and application 1. (1) This Act may be cited as the Registration of Businesses Act 1956. (2) This Act shall apply to Peninsular Malaysia only. Interpretation In this Act, unless the context otherwise requires-- 2. "appointed date" has the same meaning assigned to that expression in the Companies Commission of Malaysia Act 2001 [Act 614]; "associate of a business" includes-- (a) any person who is in law the owner or a joint owner or part owner of any business; (b) every person who is a partner in any business which is the property of a partnership; (c) when the business is the property of what in any system of law prevailing in India is known as a Joint Hindu Family, every member of such Joint Hindu Family having an interest in such property other than a mere right to maintenance; and 6 Laws of Malaysia ACT 197 (d) when the business is legally vested in, or is under the control of any executor, administrator or trustee, every such executor, administrator or trustee; "business" includes every form of trade, commerce, craftsmanship, calling, profession, or other activity carried on for the purposes of gain, but does not include any office or employment or any charitable undertaking or any occupation specified in the Schedule; "certificate of registration" means a certificate issued in accordance with section 5; "Collector" means the Collector of Estate Duty appointed under the *Estate Duty Enactment 1941 [F.M.S. 7 of 1941]; "Commission" means the Companies Commission of Malaysia established by the Companies Commission of Malaysia Act 2001; "inspector" means a person appointed in writing by the Registrar to be an inspector for the purposes of this Act; "Minister" means the Minister charged with the responsibility for the registration of businesses; "person responsible" includes every director, manager, partner, officer, agent or servant at any time charged either solely or to a substantial extent with the management of a business; "register" means any register kept under or by virtue of this Act or of any rules made thereunder; "Registrar" means the Registrar of Businesses as designated in section 3 and, subject to subsection 3(4), includes a Deputy Registrar and Assistant Registrar; "Peninsular Malaysia" has the meaning assigned thereto in section 3 of the Interpretation Acts 1948 and 1967 [Act 388] and includes the Federal Territory. Registrar, Deputy and Assistant Registrars of Businesses, inspectors, etc. 3. (1) The Chief Executive Officer of the Commission shall be the Registrar of Businesses. *NOTE--The Estate Duty Enactment 1941 [F.M.S 7 of 1941] has since been repealed by the Finance Act 1992 [Act 476]. Registration of Businesses 7 (2) The Commission shall appoint on such terms and conditions as it may determine from amongst persons in the employment of the Commission such number of Deputy Registrars, Assistant Registrars, inspectors and other officers as may be necessary for the proper administration of this Act. (3) The persons holding office as Deputy Registrars, Assistant Registrars or inspectors and other officers in the office of the Registrar of Businesses immediately before the appointed date and who have opted to serve as employees of the Commission shall, on the appointed date, be deemed to have been appointed Deputy Registrars, Assistant Registrars, inspectors and other officers under subsection (2). (4) Subject to the general direction and control of the Registrar and to such conditions or restrictions as may be imposed by the Registrar, a Deputy Registrar or Assistant Registrar of Businesses may exercise any function of the Registrar under this Act and anything by this Act appointed or authorized or required to be done or signed by the Registrar may be done or signed by any Deputy Registrar or Assistant Registrar of Businesses and the act or signature of a Deputy Registrar or Assistant Registrar shall be as valid and effectual as if done or signed by the Registrar, except that an Assistant Registrar shall not exercise the powers conferred on the Registrar under section 14 unless authorized in writing by the Registrar. PART II REGISTRATION, RENEWAL AND TERMINATION OF BUSINESS Application This Act shall not apply to-- 4. (a) any business which is exclusively owned and carried on by any company registered under the Companies Act 1965 [Act 125]; (b) any business owned or conducted by the Government or by any public body incorporated by or constituted by or under any written law; 8 Laws of Malaysia ACT 197 (c) any society registered or exempted under any written law for the time being in force relating to the registration of societies or co-operative societies; (d) any business consisting solely of the exercise of any profession which under the provisions of any written law can be exercised only by those who possess certain qualifications prescribed by such written law and whose names are registered or otherwise recorded in manner prescribed by any written law. Registration 5. (1) The person responsible for a business shall, not later than thirty days from the date of the commencement of the business, apply to the Registrar for the registration of the business. (2) An application under subsection (1) shall be made in the prescribed form and shall state-- (a) the name of the business; (b) the nature of the business; (c) the date of the commencement of the business; (d) the address of the place of business, and in the case of a business having more than one place of business, the addresses of the branches; (e) in the case of a partnership, the particulars of the partnership agreement, if any; (f) in respect of the associates of the business, their full names, positions held, and dates of entry into the business; and (g) such other information as the Registrar may require. (3) Upon receipt of an application together with the information required under subsection (1) and upon payment of the prescribed fee, the Registrar shall register the business for a period which shall not exceed five years and issue a certificate of registration for the business in accordance with the other provisions of this Act and the rules made under this Act. (4) The Registrar shall, on payment of the prescribed fee, issue a certificate of registration for each branch of the business so registered. Registration of Businesses 9 (5) The certificate of registration issued for any branch shall be valid for a period concurrent with the period of registration of the principal business or for any remaining period of such registration. (6) Unless renewed by the Registrar, the registration of a business shall expire on the date stated in the certificate of registration or upon the termination of the business. (7) For the purpose of this section, rules made under this Act may provide for the exemption from registration or for registration in a special form or manner of any associate of a business who has not attained such age as may be prescribed. (8) The registration of a business under this Act shall not be deemed to imply that the requirements of any law in relation to such business or to persons carrying on such business or employed in such business have been complied with. Renewal of registration 5A. (1) An application for the renewal of the registration of a business shall be made in the prescribed form and manner to the Registrar within thirty days before the date of expiry of the registration or the previous renewal. (2) Subject to subsection (3), upon receipt of an application for the renewal of the registration of a business and upon payment of the prescribed fee, the Registrar shall renew the registration of the business for a period which shall not exceed five years at each renewal. (3) For the purpose of renewing the registration of any business, the Registrar may require additional information or documents and the Registrar may refuse to renew the registration if the applicant does not furnish the information or documents required. (4) If the Registrar refuses to renew any registration under subsection (3) the Registrar shall notify the applicant in writing of the decision. (5) The new expiry date shall be stated in the certificate of registration. 10 Laws of Malaysia ACT 197 Changes in registered particulars 5B. (1) Whenever a change is made or occurs in any of the particulars registered in respect of any associate of a business or of the business, that associate or, in the case of the particulars of the business, the person responsible for the business shall, within thirty days after the change is made or occurs, submit to the Registrar in the prescribed form the particulars of the change. (2) Upon receipt of the particulars of the change and upon payment of the prescribed fee, the Registrar shall make the necessary amendments to the register. (3) In the case of a change in-- (a) the general nature of a business; or (b) the address of the principal place of the business or any other place where the business is carried on, the Registrar shall issue a new certificate of registration in respect of such business, and cancel the existing certificate of registration. Refusal to register or revocation of registration of, business 5C. (1) Notwithstanding anything to the contrary in this Act, the Registrar shall refuse to register any business if the Registrar is satisfied that the business is likely to be used for unlawful purposes or any purpose prejudicial to or incompatible with the security of the Federation, public order or morality. (2) Where a business has been registered, the Registrar shall revoke its registration if the Registrar is satisfied that the business is being used for unlawful purposes or any purpose prejudicial to or incompatible with the security of the Federation, public order or morality. Termination of business 5D. (1) Where a business registered under this Act has been terminated, the person responsible for the business shall within thirty days of the termination notify the Registrar in the prescribed form of such termination. Registration of Businesses 11 (2) Where a business terminates upon the death of an associate of the business and there is no surviving associate of the business or person responsible for the business, the personal representative or the next-of-kin of the deceased associate shall within four months from the date of such death notify the Registrar in the prescribed form of such termination. (3) Upon receipt of the notice under subsection (1) or (2), the Registrar