Malaysia legislation

Section 130S

of *LABUAN COMPANIES ACT 1990

Section 130S

(a)

cell assets which comprise the assets of the Labuan protected cell company held within or on behalf of the protected cells of the company; or

(b)

general assets which comprise the assets of the Labuan protected cell company which are not cell assets.

(2)

The assets of a protected cell comprise—

(a)

assets representing the consideration paid or payable for the issue of the protected cell shares and reserves attributable to the protected cell; and

(b)

all other assets attributable or held within the protected cell.

(3)

A Labuan protected cell company shall—

(a)

maintain separate records for cell assets and keep the cell assets held for each cell separate from cell assets held for other such cells and from general assets; and

(b)

arrange proper protection of cell assets, both as between cells and in respect of general assets, by way of segregation and clear identification.

156 Laws of Malaysia ACT 441

(4)

The duty imposed by subsection (3) is not breached by reason only that the directors of a Labuan protected cell company—

(a)

included the directors who are appointed to manage the affairs of a particular cell or cells;

(b)

has appointed a committee to undertake its duties in relation to a particular cell or cells;

(c)

has caused or permitted the cell assets or general assets, or a combination of both, to be collectively invested or collectively managed by an investment manager; or

(d)

has caused or permitted the cell assets and general assets to be held by or through a nominee or trustee:

Provided that the assets in question remain separately identifiable according to subsection (3).

(5)

In the event of a contravention of subsection (3)—

(a)

each director and officer in contravention, as the case may be, shall incur personal liability for any loss or damage as consequence of the contravention; and

(b)

each such director and officer shall severally have a right of indemnity against the general assets of the Labuan protected cell company, unless he was fraudulent, reckless, or acted in bad faith.

Cell shares and cell share capital