Section 2

a corporation sole;

a trade union registered under any written law as a trade union; or

a society registered under any written law relating to co-operative societies;

“Court” means the High Court or a judge thereof;

“court” means a court of competent jurisdiction;

“debenture” includes debenture stock, bonds, notes and any other evidence of indebtedness of a corporation for borrowed monies, whether or not constituting a charge on the assets of the corporation, but shall not be construed as applying to any of the following:

an instrument acknowledging or creating indebtedness for, or for money borrowed to defray the consideration payable under, a contract for sale or supply of goods, property or services or any contract for hire in the ordinary course of business;

a cheque, banker’s draft or any other bill of exchange or letter of credit;

a banknote, guarantee or an insurance policy;

18 Laws of Malaysia ACT 441

a statement, passbook or other document showing any balance in a current, deposit or savings account;

an agreement for a loan where the lender and borrower are signatories to the agreement and where the lending of money is in the ordinary course of business of the lender, and any such promissory note issued under the terms of such an agreement; or

an instrument or product or class of instruments or products as the Minister may, on the recommendation of the

Authority, prescribed by order published in the Gazette;

“director” means any person, by whatever name called, occupying the position of director of a Labuan company or a foreign Labuan company, and includes a person in accordance with whose directions or instructions the directors of such a company are accustomed to act and an alternate or substitute director;

“document” includes summons, order and other legal process, and notice and register;

“domestic company” means a company incorporated under the

Companies Act 2016 [Act 777];

“expert” includes engineer, valuer, accountant, solicitor, auditor and any other person whose profession or reputation gives authority to a statement made by him;

“foreign company” means —

a company, corporation, society, association or other body incorporated outside Malaysia; or

an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the society, association or body duly appointed for that

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purpose, and which does not have its head office or principal place of business in Malaysia;

“foreign Labuan company” means a foreign company registered under Part VIII;

“Labuan” means the Federal Territory of Labuan;

“Labuan company” means a company incorporated or registered under this Act;

“Labuan protected cell company” means a company incorporated as, or converted into, a protected cell company in accordance with the provisions of Part VIIIB of this Act;

“Labuan trust company” means a corporation registered as a

Labuan trust company under the Labuan Financial Services and

Securities Act 201 [Act 704];

“lodged” means lodged in accordance with the provisions of this

Act;

“memorandum”, in relation to a Labuan company, means the memorandum of association of that company for the time being in force; and, in relation to a foreign Labuan company, means the charter, statute, memorandum of association or instrument constituting or defining the constitution of the company;

“Minister” means the Minister for the time being charged with the responsibility for finance;

“month” means a period of thirty days;

“officer”, in relation to a Labuan company or a foreign Labuan company, includes —

any director, secretary or employee of the company;

20 Laws of Malaysia ACT 441

any receiver and manager of any part of the undertaking of the company appointed under a power contained in any instrument; and

any liquidator of the company appointed in a voluntary winding up, but does not include —

any receiver who is not also a manager;

any receiver and manager appointed by the Court; or

any liquidator appointed by the Court or by the creditors;

“person” includes a corporation, partnership, a body of persons and a corporation sole;

“post” includes communication by mail, courier, freight, telex or facsimile;

“printed” includes typewritten or lithographed or reproduced by any mechanical means;

“prescribed”, where no mode is mentioned, means prescribed from time to time by order published in the Gazette, and a power to prescribe includes the power to make different provisions in the order for different persons or different classes, categories or descriptions of persons;

“regulations” means regulations under this Act;

“resident” means—

in relation to a natural person, a citizen or permanent resident of Malaysia; or

in relation to any other person, a person who has established a place of business, and is operating, in Malaysia,

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and includes a person who is declared to be a resident pursuant to paragraph 214(6)(a) of the Financial Services Act 2013 [Act 758] and paragraph 225(6)(a) of the Islamic Financial Services Act 2013

[Act 759];

“ringgit” means a ringgit in the currency of Malaysia;

“serious offence involving fraud or dishonesty” means an offence that is punishable by imprisonment for a term that is not less than two years or, where there is a loss of the value of assets derived or likely to be derived suffered by the company, member or debenture holder from the commission of such an offence, the loss exceeds two hundred and fifty thousand ringgit;

“share”, in relation to a Labuan company, means a share in the share capital of that company, and includes stock;

“solvency declaration” means a declaration of solvency by the directors of a Labuan company or foreign Labuan company, as and when required by the provisions of this Act, and is deemed to be a statutory declaration within the meaning and effect under the

*Statutory Declarations Act 1960 [Act 60] and the Penal Code

[Act 574];

“specify”, where no mode is mentioned in this Act, means specify from time to time in writing, and a power to specify includes the power to specify differently for different persons or different classes, categories and descriptions of persons;

“treasury share” means a share of a corporation that was previously issued but was repurchased, redeemed or otherwise acquired by the corporation and not cancelled;

“unlimited company” means a company formed on the principle of having no limit placed on the liability of its members.

*NOTE—Statutory Declarations Act 1960 [Act 60] has since been superceded by the Statutory

Declarations Act 1960 [Act 783] which comes into operation on 17 November 2016.

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For the purposes of this Act, a person shall be deemed to hold a beneficial interest in a share—

Whenever in this Act any person holding or occupying a particular office or position is mentioned or referred to, such mention or reference shall, unless the contrary intention appears, be taken to include all persons who shall at any time thereafter occupy for the time being the said office or position.

Any provision of this Act overriding or interpreting a corporation’s articles shall, except where otherwise provided by this

Act, apply in relation to articles in force at the commencement of this

Act, as well as to articles coming into force thereafter, and shall apply also in relation to a corporation’s memorandum as it applies in relation to its articles.

Definition of subsidiary and holding company