Section 93

Subject to subsection (2) and any contrary provision in the memorandum and articles of association of a Labuan company, a secretary of a Labuan company may be a corporation and such corporation may act by itself or through a nominee appointed in writing and may be appointed or may act as a secretary of more than one company.

*No person, other than a trust officer of a Labuan trust company approved by the Authority under the Labuan Financial

Services and Securities Act 2010, or a Labuan company or a domestic company, wholly owned by the Labuan trust company and approved by the Authority, made available for the appointment by the

Labuan trust company shall act or be appointed as a resident secretary.

A resident secretary of a Labuan company may resign subject to the terms of the agreement between the Labuan trust company

*NOTE—see subsection 61(3) of the Labuan Companies (Amendment) Act 2022 [Act A1653].

Labuan Companies 103

which made the person available for the appointment and the Labuan company concerned and such Labuan company shall appoint a replacement resident secretary not later than thirty days from the effective date of the resignation.

The Labuan trust company shall lodge with the Authority a notice of the resignation pursuant to subsection (2A).

Where the Labuan company fails to appoint a replacement resident secretary within thirty days from the effective date of resignation pursuant to subsection (2A), the company is deemed to be struck off the register.

Subject to subsection (4), the resident secretary of a Labuan company shall be responsible for the compliance by the company with the requirements of this Act in relation to the lodging of all documents with the Authority and the maintenance of the company’s records at the registered office of the company and dealing with communications served to the company at its registered office.

Notwithstanding any other provision in this Act to the contrary, the resident secretary shall not be liable as an officer of the company to any penalty provided for in this Act save for anything done or omitted to be done by him in carrying out the duties of his office, nor shall he be liable for any damage caused to or suffered by any person how so ever arising otherwise than by reason of his wilful misconduct, wilful default or wilful neglect.

A Labuan company shall forthwith pay any costs, charges and expenses incurred by the resident secretary in respect of anything done under this Act on behalf of the company.

The salary of the resident secretary of a Labuan company payable by a Labuan company shall be paid directly to the Labuan trust company which made him available for the appointment.

Every secretary of a Labuan company shall be appointed by the directors of the company.

104 Laws of Malaysia ACT 441

Register of directors and secretaries