*TRUSTEES (INCORPORATION) ACT 1952

This Act shall apply to Peninsular Malaysia only.

Interpretation

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

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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.

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

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.

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

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

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;

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;

he is an undischarged bankrupt; or

he is, or has been found or declared to be, of unsound mind.

Certificate to be evidence of compliance with requisitions

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 to in section 2, shall be binding on such body corporate, notwithstanding any defect or circumstance affecting the execution of such instrument.

Contracts not under seal to be binding in certain cases

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—

The accounts prescribed under subsection (2) shall be certified under the hand of one or more of the said trustees or of the said trustee and shall be audited by the auditor of the said body or association, if any, and the said trustees shall within fourteen days after the day appointed for making out the said accounts deliver or transmit a copy thereof to the Minister and every such copy shall be open to inspection of all persons at all reasonable hours, subject to such regulations as the Minister may see fit to make, and any person may require a copy of every such account, or of any part thereof, on paying therefor such fee as the Minister may prescribe.

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The said trustees shall, at the same time as the accounts prescribed under subsection (2) are delivered or transmitted to the

Minister in accordance with subsection (3) for the first time after the grant of a certificate of incorporation pursuant to this Act, transmit to the Minister an account of any endowments then belonging to the said body or association, showing in the case of immovable property not in hand the manner in which the same is let or occupied and in the case of movable property the existing investment or employment thereof and in what names such investments are made, and thereafter the said trustees shall, on every occasion upon which the said accounts are delivered or transmitted as aforesaid to the Minister after the acquisition of any endowment not included in the foregoing account, or after the alienation, charge or transfer of any movable or immovable property of the said body or association, transmit to the

Minister a similar account of such last-mentioned endowment and an account of such alienation, charge or transfer, as the case may be.

Petition to decide question whether person is a member of a body corporate

Notice of the hearing shall be given to such persons and in such manner as the Court shall think fit, and any opinion given by the

Court on an application under this section shall be binding on the person in respect of whom such question arose and upon all members of the said body corporate and upon the person aforesaid interested in such question and upon any persons to whom notice of the hearing has been given in accordance with any direction of the Court.

Revocation or suspension of certificate of incorporation

the incorporation was effected as a result of fraud or mistake or misrepresentation in any material particular;

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the body or association of persons by whom the trustee or trustees constituting the body corporate are appointed is likely to be used for unlawful purpose or purposes prejudical to or incompatible with the security of

Malaysia or public order or morality in Malaysia or any part thereof;

the body or association of persons by whom the trustee constituting the body corporate are appointed is found to have pursued objectives other than those for which it originally established;

the body corporate has willfully contravened any provision of this Act or any regulations made under this

Act; or

if the body corporate does any or omits to do any act the doing or omission of which is an offence under any law and punishable with a fine of not less than one thousand ringgit or with imprisonment for a term of not less than one year or to both.

The Minister shall notify the body corporate of his intention to revoke the certificate of incorporation of the body corporate.

No certificate of incorporation shall be revoked under this section without the body corporate being given the opportunity to show cause in writing within a period of thirty days from the date of receipt of a notice to show cause as to why the certificate should not be revoked.

During the period specified in subsection (3), the Minister may by order in writing suspend all or any of the activities of the body corporate—

An order made under subsection (4) may contain such condititions as the Minister thinks necessary or expedient and shall continue to be in force until the order or the certificate of incorporation is revoked.

The revocation of the certificate of registration of any body corporate by the Minister under this section shall come into force on the date the notification of such revocation is communicated to the trustee, or if there is more than one trustee, at least one of the trustees, and it shall be final and conclusive.

Voluntary dissolution of body corporate

upon the happening of any event as specified in the trust deed which amounts to the dissolution of the body corporate; or

by the decision of the trustee, or if there is more than one trustee, the unanimous agreement of the trustees, testified by the trustee or trustees constituting the body corporate signing an instrument of dissolution and with the consent of the body or association of persons by whom the trustee are appointed.

The trustee shall immediately inform the Minister of the happening of the event referred to in paragraph (1)(a) or the decision or agreement referred to in paragraph (1)(b).

The Minister shall make an order revoking the certificate of incorporation as from such date as is specified in the order.

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Consequences of revocation of certificate of incorporation

the body corporate is dissolved;

any assets or liabilities of the body or association of persons vested in the body corporate shall vest in such trustee or trustees as may be appointed by the body or association of persons, or if the trustee or trustees are the same trustee or trustees who had been incorporated as the body corporate before its dissolution, in such trustee or trustees, in trust for such body or association; and

any legal proceeding that might have been continued or instituted by or against the body corporate with respect to any asset or liability vested in the body corporate may be continued or instituted by or against the trustee or trustees in whom the asset or liability is vested subsequent to the dissolution.

Notwithstanding subsection (1), in the absence of such trustee or trustees as are referred to in subsection (1) any property vested in such body corporate shall vest in the Amanah Raya Berhad, a body corporate established under the Public Trust Corporation Act 1995

[Act 532], in trust for the body or association of persons by whom the trustee or trustees who had been incorporated as the body corporate before its dissolution was appointed, until the appointment by the body or association of persons of a new trustee; and upon such appointment the property shall be transferred to and vest in such trustee or trustees.

Appointment of Registrar, Deputy Registrars and Assistant

Registrars

The Registrar, Deputy Registrars and Assistant Registrars shall perform such functions as may be specified by the Minister in writing for the purpose of giving effect to and carrying out the provisions of this Act.

The Registrar, Deputy Registrars and Assistant Registrars shall be deemed to be public servants for the purpose of the Penal Code [Act 574].

Nothing done or omitted to be done by the Registrar, Deputy

Registrars and Assistant Registrars shall, if done or omitted to be done in good faith for the purpose of executing the provisions of this

Act, subject any of them to any action, liability, claim or demand.

Regulations

In particular and without prejudice to the generality of subsection (1), regulations may be made for prescribing—