Malaysia legislation
Section 131A
Section 131A
(2)
An application for a declaration of dissolution under subsection (1) shall be in writing and shall be accompanied by—
(a)
a statutory declaration made by a director or member of the
Labuan company stating —
(i)
that the Labuan company has ceased to operate and has discharged all its debts and liabilities (other than those owed to its members); and
(ii)
that the notice required by subsection (3) has been given in accordance with that subsection and the date the last of such notice was published or posted, as the case may be;
(b)
a copy of the notice given under subsection (3); and
(c)
a written notice from the Inland Revenue Board that it has no objection to the Authority making a declaration of dissolution of the Labuan company.
(3)
Before making an application to the Authority under this section, the applicant shall ensure that a notice to the effect that the applicant proposes to apply to the Authority for a declaration of dissolution of the Labuan company and that the Authority may
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dissolve the Labuan company unless written objection is made to the
Authority within thirty days from the date the notice was posted—
(a)
has been published in at least one newspaper widely circulated in Malaysia and one international financial newspaper in an advertisement; and
(b)
has been sent by registered post to each director and to each member of the Labuan company at the last known address of which the Labuan company has notice.
(4)
The Authority shall not make a declaration of dissolution of a
Labuan company earlier than thirty days after the date of publication or posting, as the case may be, of the last notice published or posted for the purposes of subsection (3).
(5)
On receipt of any written objection to the dissolution of the
Labuan company, the Authority shall forthwith notify the applicant for the declaration of dissolution of the receipt of the objection and of the identity of the objector.
(6)
Where a director, member or creditor of a Labuan company has objected to the dissolution of the Labuan company, the Authority shall not declare the dissolution of the Labuan company unless—
(a)
the director, member or creditor, as the case may be, withdraws the objection; or
(b)
the Authority decides that the objection is completely without justification and the objector has not appealed to the
Court against the Authority’s decision within twenty-one days of the date on which he is notified of the decision, and the Court has upheld the Authority’s decision.
(7)
If the Authority is not prohibited from declaring the dissolution of a Labuan company pursuant to this section and agrees to the dissolution, it shall notify the Labuan company that, subject to the
Labuan company’s memorandum and articles of association, it is
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entitled to distribute its surplus assets among its members according to their respective rights and interests.
(8)
The Labuan company shall notify the Authority that its surplus assets have been distributed in accordance with subsection (7).
(9)
On receipt of notification from a Labuan company that its surplus assets have been distributed in accordance with subsection
(7)
, the Authority may, by publication in one newspaper widely circulated in Malaysia and one international financial newspaper, declare that the Labuan company is dissolved and, on the publication in the Gazette of the notice, the Labuan company shall be dissolved:
Provided that the liability, if any, of every officer and member of the Labuan company shall continue and may be enforced as if the
Labuan company had not been dissolved.
(10)
Where a Labuan company has been dissolved pursuant to this section, the Court, on an application made by the Authority or of any other person who appears to the Court to be interested, before the expiration of six years from the publication of the notice of dissolution, may, if satisfied that at the time of dissolution of the
Labuan company it was in operation or had not discharged all its debts and liabilities or otherwise that it is just that the dissolution of the Labuan company be revoked, order that the dissolution of the
Labuan company be revoked and upon a sealed copy of the order being delivered to the Authority for registration, the Labuan company shall be deemed to have continued in existence as if it had not been dissolved; and the Court may by the order give such directions and make such provision as it deems just.
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