LAWS OF MALAYSIA REPRINT Act 258 TRUSTEES (INCORPORATION) ACT 1952 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 Laws of Malaysia ACT 258 TRUSTEES (INCORPORATION) ACT 1952 First enacted ... ... ... ... ... 1952 (F.M. Ordinance No. 73 of 1952) Revised ... ... ... ... ... ... 1981 (Act 258 w.e.f. 24 December 1981) PREVIOUS REPRINT First Reprint ... ... ... ... ... 2001 Trustees (Incorporation) 3 LAWS OF MALAYSIA Act 258 TRUSTEES (INCORPORATION) ACT 1952 ARRANGEMENT OF SECTIONS Section 1. Short title and application 1A. Interpretation 2. Upon application of trustees, Minister may grant certificate as a body corporate 3. Estate to vest in body corporate 4. Particulars respecting application 5. Nomination of trustees and filling up vacancies 6. Liability of trustees and others, notwithstanding incorporation 6A. Disqualification of trustees 7. Certificate to be evidence of compliance with requisitions 8. Record of applications and documents to be kept, and copies supplied 9. Enforcement of orders and directions of Attorney General 10. Applications and certificates to be stamped 11. Gift to vest in body corporate 12. Common seal 13. Contracts not under seal to be binding in certain cases 14. Payments on transfers in reliance on corporate seal protected 15. Trustees to keep accounts and to render annual returns of accounts 16. Petition to decide question whether person is a member of a body corporate 17. Revocation or suspension of certificate of incorporation 4 Laws of Malaysia ACT 258 Section 18. Voluntary dissolution of body corporate 19. Consequences of revocation of certificate of incorporation 20. Appointment of Registrar, Deputy Registrars and Assistant Registrars 21. Regulations SCHEDULE Trustees (Incorporation) 5 LAWS OF MALAYSIA Act 258 TRUSTEES (INCORPORATION) ACT 1952 An Act to provide for the incorporation of the trustees of certain bodies or association of persons. [30 December 1952] Short title and application 1. (1) This Act may be cited as the Trustees (Incorporation) Act 1952. (2) This Act shall apply to Peninsular Malaysia only. Interpretation 1A. In this Act, unless the context otherwise requires-- " c e r t i f i c a t e of incorporation" means the certificate of registration of a trustee as a body corporate that may be granted under section 2. Upon application of trustees, Minister may grant certificate as a body corporate 2. (1) Trustees may be appointed by any body or association of persons established for any religious, educational, literary, scientific, social or charitable purpose, and such trustees may apply, in the manner hereinafter provided, to the Minister for a certificate of registration of the trustees of such body or association of persons as a body corporate. 6 Laws of Malaysia ACT 258 (2) If the Minister, having regard to the extent, nature and objects and other circumstances of such body or association of persons, shall consider such incorporation expedient, he may grant such certificate accordingly, subject to such conditions or directions generally as he shall think fit to insert in such certificate, and particularly relating to the qualifications and number of the trustees, their tenure and avoidance of office, the mode of appointing new trustees, the custody and use of the common seal, the amount of the land which such trustees may hold, and the purposes for which such land may be applied. (3) The trustees shall thereupon become a body corporate by the name described in the certificate, and shall have perpetual succession and a common seal and power to sue and be sued in such corporate name, and subject to the conditions and directions contained in the said certificate to acquire, purchase, take, hold and enjoy movable and immovable property and by instruments under such common seal to sell, convey, assign, surrender and yield up, mortgage, charge, demise, reassign, transfer or otherwise dispose of movable and immovable property now or hereafter belonging to, or held for the benefit of, such body or association of persons, in such and the like manner, and subject to such restrictions and provisions, as such trustees might do, without such incorporation, for the purposes of such body or association of persons. Estate to vest in body corporate 3.  The certificate of incorporation shall vest in such body corporate all property, movable or immovable of whatever description, belonging to or held by any person in trust for such body or association of persons, and thereupon any person in whose name any stocks, funds or securities shall be standing in trust for the body or association of persons, shall transfer the same into the name of such body corporate, and all covenants and conditions relating to any such immovable property enforceable by or against the trustees thereof before their incorporation shall be enforceable to the same extent and by the same means by or against them after their incorporation. Particulars respecting application 4. (1) Every application to the Minister for a certificate under this Act shall be in writing, signed by the person making the same, and shall contain the several particulars specified in the Schedule, or such of them as shall be applicable to the case. Trustees (Incorporation) 7 (2) The Minister may require a statutory declaration or other evidence in verification of the statements and particulars in the application, and such other particulars, information and evidence, if any, as he may think necessary or proper. (3) The Minister may refuse to grant a certificate of incorporation under this Act if he is not satisfied that the application has complied with the provisions of this Act or the regulations made under this Act. Nomination of trustees and filling up vacancies 5. (1) Before a certificate of incorporation shall be granted, the said trustees shall have been effectually appointed to the satisfaction of the Minister, and where a certificate of incorporation shall have been granted vacancies in the number of the said trustees shall, from time to time, be filled up so far as shall be required by the constitution or settlement of the said body or association of persons, or by any such conditions or directions as aforesaid, by such legal means as would have been available for the appointment of new trustees of the said body or association if no certificate of incorporation had been granted, or otherwise as shall be required by such conditions or directions as aforesaid, and the appointment of every new trustee shall be certified by, or by the direction of, the trustees to the Minister upon the completion of such appointment. (2) Within one month after the expiration of each period of one year after the grant of a certificate of incorporation, or, whenever required by the Minister, a return shall be made to the Minister by the then trustees of the names of the trustees at the expiration of each such period, with their residences and descriptions. Liability of trustees and others, notwithstanding incorporation 6.  After a certificate of incorporation has been granted under this Act all trustees of the body or association of persons, notwithstanding their incorporation, shall be chargeable for such property as shall come into their hands, and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of the body or association of persons and its property, in the same manner and to the same extent as if no such incorporation had been effected, and nothing herein contained shall diminish or impair any control or authority exerciseable by the Attorney General u n d e r section 9 of the Government Proceedings Act 1956 8 Laws of Malaysia ACT 258 [Act 359] over the trustees who shall be so incorporated but they shall remain subject jointly and separately to such control and authority as if they were not incorporated. Disqualification of trustees 6A.  Where a certificate of incorporation has been granted under this Act in respect of a trustee, a person shall be disqualified from being, and shall not become or remain, such trustee or one of such trustees if-- (a) he has been convicted of any offence under any law and sentenced to a fine of not less than one thousand ringgit or to imprisonment for a term of not less than one year or to both; (b) there has been made and is in force against him any order of detention, supervision, restricted residence, banishment or deportation, or if there has been imposed on him any form of restriction or supervision, by bond or otherwise, under any law relating to the security of Malaysia or any part thereof, the prevention of crime, preventive detention, restricted residence, banishment or immigration; (c) he is an undischarged bankrupt; or (d) he is, or has been found or declared to be, of unsound mind. Certificate to be evidence of compliance with requisitions 7.  A certificate of incorporation so granted shall until and unless it is revoked be conclusive evidence that all the preliminary requisitions herein contained and required in respect of such incorporation have been complied with, and the date of incorporation mentioned in such certificate shall be deemed to be the date at which incorporation has taken place. Record of applications and documents to be kept, and copies supplied 8.  The Minister shall, in such manner as he shall think fit, direct a record to be kept of all such applications for and certificates of incorporation, and shall in like manner direct all documents sent to him under this Act to be preserved, and any person may require a copy or extract of any such document to be certified under the Trustees (Incorporation) 9 hand of such person as shall be appointed for that purpose by the Minister, and there shall be paid for such certified copy or extract such fee as may be prescribed by the Minister. Enforcement of orders and directions of Attorney General 9.  All conditions and directions inserted in any certificate of incorporation shall be binding upon and performed or observed by the trustees as trusts of the body or association of persons, and shall also be enforceable by the Attorney General or other persons interested under section 9 of the Government Proceedings Act 1956. Applications and certificates to be stamped 10.  Every application for a certificate of incorporation under this Act, and every such certificate, shall be charged with a stamp duty of thirty ringgit, and a stamp denoting the payment of that duty shall be impressed or affixed upon such application or certificate. Gift to vest in body corporate 11.  After the incorporation of the trustees of any association or body of persons pursuant to this Act, every donation, gift and disposition of land, or any interest therein, theretofore lawfully made (but not having actually taken effect) or hereafter lawfully made by deed, will or otherwise to or in favour of such body or association of persons, or the trustees thereof, or otherwise for the purposes thereof, shall take effect as if the same had been made to, or in favour of, the body corporate or otherwise for the like purposes. Common seal 12. (1) The common seal of the body corporate shall have such device as may be approved by the Minister, and until such common seal is provided the seal of some person may be authorized by the Minister for use as the common seal of the body corporate. (2) Any instrument to which the common seal of the body corporate has been affixed, in apparent compliance with the conditions or directions for the use of such common seal referred t o in section 2, shall be binding on such body corporate, notwithstanding any defect or circumstance affecting the execution of such instrument. 10 Laws of Malaysia ACT 258 Contracts not under seal to be binding in certain cases 13.  Every contract made or entered into by the trustees of a body or association of persons which would be valid and binding according to the constitution, settlement or rules and regulations of the said body or association of persons if no such incorporation had taken place as aforesaid, shall be valid and binding although the same shall not have been made or entered into under the common seal of the trustees. Payments on transfers in reliance on corporate seal protected 14.  Any person who shall make or permit to be made any transfer or payment bona fide, in reliance on any instruments to which the common seal of any body corporate created under this Act is affixed, shall be indemnified and protected in respect of such transfer or payment, notwithstanding any defect or circumstance affecting the execution of the instrument. Trustees to keep accounts and to render annual returns of accounts 1 5 . ( 1 ) T h e trustees of any body or association of persons incorporated pursuant to this Act shall, in books to be kept by them for that purpose, regularly enter or cause to be entered full and true accounts of all money received and paid respectively on account of such body or association. (2) The said trustees shall, on or before the 30th day of June in every year, or upon such other day as may be appointed for this purpose by the Minister, prepare and make out the following accounts in relation to the said body or association-- (a) an account of the gross income arising from any endowment or which ought to have arisen therefrom during the year ending on the 31st day of December immediately preceding,