LAWS OF MALAYSIA REPRINT Act 100 TRUST COMPANIES ACT 1949 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 Laws of Malaysia 2 ACT 100 TRUST COMPANIES ACT 1949 First enacted ... ... ... ... ... ... ... 1949 (Ordinance No. 33 of 1949) Revised ... ... ... ... ... ... ... ... 1973 (Act 100 w.e.f. 15 March 1973) PREVIOUS REPRINTS First Reprint ... ... ... ... ... 1994 Second Reprint ... ... ... ... ... 2000 Trust Companies 3 LAWS OF MALAYSIA Act 100 TRUST COMPANIES ACT 1949 ARRANGEMENT OF SECTIONS PRELIMINARY Section 1. Short title 2. Interpretation REGISTRATION OF TRUST COMPANIES 3. Application by company to be registered as a trust company 4. Issue of certificate 5. Registration of company incorporated in Singapore as a trust company 6. Register of trust companies to be kept DEPOSIT BY TRUST COMPANIES 7. Deposit to be held as security OBJECTS OF TRUST COMPANIES 8. Objects PROBATE AND ADMINISTRATION 9. Company may act as executor 10. Company may be authorized to apply for probate or administration Procedure as to petitions, etc. 11. TRUSTEESHIP 12. Appointment of company to be trustee 13. Joint tenancy Laws of Malaysia 4 ACT 100 AGENCY Section 14. Company may act as agent EXEMPTION FROM GIVING SECURITY 15. Trust company not to furnish security INVESTMENT OF TRUST FUNDS 16. Trust funds to be kept separate 17. Investment of trust funds INVESTMENT OF COMPANY'S FUNDS 18. Investment of company's funds 19. Loans to company's officers prohibited BORROWING POWER 20. Borrowing ANNUAL STATEMENT 21. Annual statement INSPECTION 22. Investigation by inspector WINDING UP 23. Special provision as to winding up LIABILITY OF OFFICERS 24. Personal liability of officers Loan to director, etc. 25. 26. Liability on winding up PENALTIES 27. Wilful neglect to make entry 28. False statements in accounts 29. Refusal to produce books Trust Companies 5 Section 30. Neglect to forward annual statement GENERAL 31. Guardianship of person prohibited 32. Restriction on holding of shares 33. Voluntary winding up or disposal of shares may be restrained 34. Liability and powers of company Registration of trust company as shareholder, etc., not notice of a trust 35. 36. Unclaimed money to be paid into Court 37. Fees 38. Repeal SCHEDULE Laws of Malaysia 6 ACT 100 Trust Companies 7 LAWS OF MALAYSIA Act 100 TRUST COMPANIES ACT 1949 An Act to provide for registration and regulation of trust companies in Malaysia. [Peninsular Malaysia--28 September 1949, Ord. 33 of 1949; Sabah, Sarawak--1 January 1973; P.U. (A) 273/1972] PRELIMINARY Short title This Act may be cited as the Trust Companies Act 1949. 1. Interpretation In this Act, unless the context otherwise requires-- 2. "Court" means-- (a) the High Court or any Judge thereof in all cases where proceedings are taken in the High Courts; and (b) a Sessions Court in all cases where proceedings are taken in such a Court; "Registrar" has the meaning assigned thereto in the Companies Act 1965 [Act 125]; "trust company" means a company registered as a trust company under this Act. REGISTRATION OF TRUST COMPANIES Application by company to be registered as a trust company 3.  Any public company incorporated in Malaysia may apply to the Registrar to be registered as a trust company: Laws of Malaysia 8 ACT 100 Provided that-- (a) the objects of the company are restricted to some or all of the objects set out in section 8; (b) the authorized capital of the company is not less than five hundred thousand ringgit divided into shares of not less than ten ringgit each; (c) at least one-half of the amount of every share issued by the company remains unpaid and is not liable to be called up, except in the event and for the purpose of the winding up or dissolution of the company; (d) the board of directors has been duly appointed in accordance with the articles of association of the company; (e) at least one hundred and fifty thousand ringgit of the authorized capital has been bona fide paid up; (f) the company has deposited with the Accountant General securities to be approved by the Minister of Finance to the value of one hundred thousand ringgit; and (g) the company is able to meet its obligations, apart from i t s liability to its shareholders, without taking into account the securities so deposited with the Accountant General. Issue of certificate 4. (1) On receipt of an application under section 3 the Registrar shall make such enquiry as he deems necessary, and if satisfied that all the requirements of section 3 have been complied with, shall register the company applying for registration in the register prescribed by section 6 and issue to the company a certificate that it is registered as a trust company, and thereupon the company shall be invested with all the powers, privileges and immunities conferred, and shall be subject to all the liabilities imposed, by this Act. (2) Notice of the issue of certificate shall be published by the Registrar in the Gazette for four consecutive weeks next following the issue. Trust Companies 9 (3) If the Registrar is not satisfied that all the requirements of section 3 have been complied with he shall refuse to register the company as a trust company: Provided that the company may appeal from the refusal to the Minister whose decision shall be final. Registration of company incorporated in Singapore as a trust company 5. (1) Any public company incorporated in Singapore and registered in Malaysia under Division 2 of Part XI of the Companies Act 1965, which obtains from the Registrar a declaration that he is satisfied-- (a) that it is registered as a trust company in Singapore under any law for the time being in force in Singapore relating to the registration of trust companies; and (b) that, in accordance with that law, it has deposited with the Accountant General, Singapore, securities to the value of at least one hundred thousand ringgit, shall be entitled to apply to the Registrar for and obtain registration as a trust company in Malaysia in accordance with section 4 and may thereupon carry on the business of a trust company in Malaysia in accordance with this Act so long as it remains registered as a trust company in Singapore and maintains a deposit as aforesaid: Provided that where the Registrar is of opinion that, by reason of the amount of the gross liabilities of any such company in Malaysia, additional security ought to be furnished by that company, he may order the company to make a deposit with the Accountant General in the manner and subject to the appeal provided by subsection 7(2) and, upon such deposit being made, the same shall be subject to all the provisions of this Act relating to deposits. (2) This section shall have effect only if and so long as reciprocal provisions are contained in the law of Singapore relating to trust companies. Register of trust companies to be kept 6.  There shall be kept in the office of the Registrar a register, to be called the "Register of Trust Companies" in which shall be Laws of Malaysia 10 ACT 100 entered the names of all trust companies registered under this Act, together with such other particulars as the Registrar may think necessary. DEPOSIT BY TRUST COMPANIES Deposit to be held as security 7. (1) From the time of the issue to any company of a certificate under section 4, the securities deposited by the company with the Accountant General under section 3 shall be held by the Accountant General as security for the depositors and creditors of the company and for the faithful execution of all trusts which may be accepted by or imposed upon the company and for its obligations generally. (2) If at any time, by reason of the decline in value of any securities so held by the Accountant General or of the increase of the gross liabilities of any trust company, the Registrar is of the opinion that additional security ought to be furnished by a trust company, he may order the company to make, within a period to be stated in the order, a further deposit of a specified value with the Accountant General: Provided that the company may appeal from the order to the Minister, whose decision shall be final. (3) Any trust company may, from time to time, with the approval of the Minister of Finance, substitute other securities for all or any of the securities deposited by it with the Accountant General. (4) The interest accruing due on the securities deposited shall be paid to the company. OBJECTS OF TRUST COMPANIES Objects 8. (1) The objects of a trust company may be any or all of, but shall not exceed, the following: (a) to accept and execute the offices of executor, administrator, trustee, receiver, receiver and manager, assignee, liquidator, guardian of the property of an infant, committee of the estate of a mentally disordered person or other like office of a fiduciary nature; Trust Companies 11 (b) to act as attorney or agent for the collection, receipt and payment of money, and for winding up estates, and for the sale or purchase of any movable or immovable property; (c) to act as agent for the management and control of movable a n d immovable property for and on behalf of the owners, or for or on behalf of executors, administrators or trustees; (d) to act as investing and financial agent for and on behalf of executors, administrators and trustees or any other persons whatsoever, and to receive money in trust for investment and to allow interest thereon until invested; a n d to undertake for and on behalf of executors, administrators and trustees or any other persons whatsoever the negotiation of loans of all descriptions and the procuring and lending of money on the security of any description of property, immovable or movable, or without taking any security on such terms as may be arranged, and to advance and lend moneys to protect any estate, trust or property entrusted to the company as aforesaid and to charge interest upon any such advances: Provided that nothing herein contained shall be held either to restrict or extend the powers of the company as trustee or agent under the terms of any trust or agency that may be conferred upon it; (e) to take securities of such nature as are deemed expedient for any moneys owing to the company; (f) to be the custodian on such terms as are agreed upon of any moneys, securities, jewellery, plate or other valuable property and of papers, documents, deeds, wills, debentures and other evidence of title or indebtedness; (g) to receive and manage any sinking, redemption, guarantee or any other special fund or deposit and to act as agent for countersigning, registering or otherwise ascertaining and certifying the genuineness of any issue of shares, stocks, bonds, debentures or other securities for money of any government, municipal or other corporate body or of any association, whether incorporated or not, duly authorized to issue and make such issue and to hold any Laws of Malaysia 12 ACT 100 such securities as agent or trustee, and to act generally as agent for any such government, municipal or corporate body or association; (h) to acquire and hold immovable property for the actual use and occupation of the company or of any of its officers and servants; and to erect, construct, enlarge, alter and maintain any buildings necessary or convenient for the said purpose; and to sell or otherwise dispose of any such