What is COMPANIES COMMISSION OF MALAYSIA ACT 2001?

*COMPANIES COMMISSION OF MALAYSIA ACT 2001 is Malaysia Act, cited as Act 614 2001, currently marked in force and first recorded in 2001.

Is COMPANIES COMMISSION OF MALAYSIA ACT 2001 still in force?

Yes — COMPANIES COMMISSION OF MALAYSIA ACT 2001 is currently in force.

When did COMPANIES COMMISSION OF MALAYSIA ACT 2001 take effect?

COMPANIES COMMISSION OF MALAYSIA ACT 2001 was first recorded in 2001.

How many sections does COMPANIES COMMISSION OF MALAYSIA ACT 2001 have?

COMPANIES COMMISSION OF MALAYSIA ACT 2001 contains 74 sections.

What amends COMPANIES COMMISSION OF MALAYSIA ACT 2001?

COMPANIES COMMISSION OF MALAYSIA ACT 2001 has been amended by COMPANIES COMMISSION OF MALAYSIA (AMENDMENT) ACT 2015.

Where can I read the official version of COMPANIES COMMISSION OF MALAYSIA ACT 2001?

The official text of COMPANIES COMMISSION OF MALAYSIA ACT 2001 is published at lom.agc.gov.my.

COMPANIES COMMISSION OF MALAYSIA ACT 2001 (No. 614)

PRELIMINARY

Short title and commencement

Section 1

(2)

This Act comes into operation on a date to be appointed by the

Minister by notification in the Gazette, and the Minister may appoint different dates for different provisions of this Act.

Interpretation

Section 2

In this Act, unless the context otherwise requires—

“this Act” includes any subsidiary legislation made under this Act;

“member” means a member of the Commission and includes the

Chairman;

8 Laws Of Malaysia ACT 614

“business entity” means—

(a)

in the case of the Registration of Businesses Act 1956

[Act 197], any sole proprietorship or partnership;

(b)

in the case of the Companies Act 1965 [Act 125], a company, corporation or foreign company; and

(c)

in the case of the Limited Liability Partnerships Act 2012

[Act 743], a limited liability partnership or a foreign limited liability partnership;

“document” has the meaning assigned to it in the Evidence Act 1950

[Act 56];

“rights” means all rights, powers, privileges and immunities, whether actual, contingent or prospective;

“property” includes all property, movable and immovable, and all estates, interests, easements or rights, whether equitable or legal in, to or out of property, choses-in-action, money and goodwill;

“committee” means any committee established by the Commission under section 19;

“Chief Executive Officer” means the Chief Executive Officer appointed under section 11;

“Fund” means the Fund established under section 28;

“liabilities” means liabilities, debts, charges, duties and obligations of every description whether present or future, actual or contingent, and whether payable or to be observed or performed in Malaysia or elsewhere;

“Minister” means the Minister charged with the responsibility for the registration of companies, trust companies, businesses and limited liability partnerships;

NOTE— The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777]

w.e.f. 31 January 2017.

Companies Commission of Malaysia 9

“Registrar” means the Registrar designated under subsection 20A(1);

“Registrar of Businesses” means the Registrar of Businesses under the Registration of Businesses Act 1956;

“Registrar of Companies” means the Registrar of Companies under the *Companies Act 1965;

“Chairman” means the Chairman appointed under section 6;

“corporation” has the meaning assigned to it in the *Companies

Act 1965;

“limited liability partnership” has the meaning assigned to it in the

Limited Liability Partnerships Act 2012;

“business” has the meaning assigned to it in the Registration of

Businesses Act 1956;

“Commission” means the Companies Commission of Malaysia established under section 3;

“company” has the meaning assigned to it in the Companies Act 1965;

“vesting date” means the date on which property, rights and liabilities specified by the Minister in the order under subsection 4(1), to which the

Government of Malaysia, the Registrar of Companies and the Registrar of Businesses were entitled or subject to, are transferred to and vested in the Commission;

“appointed date” means the date on which this Act comes into force;

“vested”, in relation to property, includes having rights to property which are future or contingent and rights in reversion and remainder.

NOTE— The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777]

w.e.f. 31 January 2017.

10 Laws Of Malaysia ACT 614

THE COMMISSION

Establishment of the Commission

Section 3

(2)

The Commission shall have perpetual succession and a common seal.

(3)

The Commission may sue and be sued in its name.

(4)

Subject to and for the purposes of this Act, the Commission may, upon such terms as the Commission deems fit—

(a)

enter into contracts;

(b)

acquire, purchase, take, hold and enjoy movable and immovable property of every description; and

(c)

convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer, or otherwise dispose of, or deal with, any movable or immovable property or any interest in such property vested in the Commission.

Vesting provisions

Section 4

(2)

Every property vested by virtue of subsection (1) in the

Commission shall be so vested in the Commission for the like title,

Companies Commission of Malaysia 11

estate or interest and on the like tenure as the property was vested or held immediately before the vesting date.

(3)

Every chose-in-action vested by virtue of subsection (1) in the

Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the

Registrar of Companies or the Registrar of Businesses to give notice to the person bound by the chose-in-action of the vesting effected under subsection (1).

(4)

Every right and liability vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the

Registrar of Companies or the Registrar of Businesses to give notice to the person whose right or liability is affected by the vesting effected under subsection (1).

(5)

Any pending legal proceedings by or against the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses which relate to any property, right or liability transferred to and vested in the Commission by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Commission.

(6)

In the case of rights and liabilities arising under any loans which are vested in the Commission on the vesting date, the

Commission may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any other party.

(7)

On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the

Commission under subsection (1) to which the Government of

Malaysia, the Registrar of Companies or the Registrar of Businesses was a party immediately before the vesting date, whether in writing or not, and whether or not of such a nature that rights and liabilities under the agreement could be assigned by the Government of Malaysia, the

Registrar of Companies or the Registrar of Businesses, shall have effect as if the Commission had been a party to the agreement.

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Common seal

Section 5

(2)

The common seal shall be kept in the custody of the Chairman or any other person authorized by the Commission, and shall be authenticated by either the Chairman or by such authorized person or by any officer authorized by the Chairman in writing.

(3)

All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (2) shall, until the contrary is proved, be deemed to have been validly executed.

(4)

The common seal of the Commission shall be officially and judicially noticed.

Membership of the Commission

Section 6

(a)

a Chairman;

(b)

the Chief Executive Officer;

(c)

not more than three persons from the public service; and

(d)

not more than four persons who shall be qualified persons as defined in the Legal Profession Act 1976 [Act 166] or persons who possess the relevant knowledge or experience in commercial or company matters.

(2)

The Minister may appoint any member of the Commission, other than the Chief Executive Officer, to act as the acting Chairman for the period when—

Companies Commission of Malaysia 13

(a)

the office of the Chairman is vacant;

(b)

the Chairman is absent from duty or from Malaysia; or

(c)

the Chairman is, for any other reason, unable to perform the duties of his office.

Tenure of office

Section 7

Subject to such conditions as may be specified in his instrument of appointment, a member of the Commission shall, unless he sooner resigns or vacates his office or his appointment is sooner revoked, hold office for a term not exceeding three years and is eligible for reappointment.

Section 8

Revocation and resignation

(2)

A member may resign his office by giving notice in writing to the Minister.

Vacation of office

Section 9

The office of a member of the Commission shall be vacated—

(a)

if he dies;

(b)

if he has been convicted of any offence which is punishable with imprisonment for a term of not less than four months;

(c)

if he becomes a bankrupt;

(d)

if he is of unsound mind or is otherwise incapable of discharging his duties; or

14 Laws Of Malaysia ACT 614

(e)

if he absents himself from three consecutive meetings of the Commission without the leave of the Chairman or, in the case of the Chairman, without the leave of the Minister.

Remuneration or allowance

Section 10

Members of the Commission and any person invited to attend any meeting or deliberation of the Commission under section 13 may be paid such remuneration or allowance as the Minister may determine.

Section 11

The Chief Executive Officer and Deputies Chief Executive Officer

(2)

The Chief Executive Officer appointed under subsection (1)

shall—

(a)

be a qualified person as defined in the Legal Profession Act 1976; or

(b)

possess relevant knowledge or experience in commercial or company matters.

(3)

The Chief Executive Officer shall be responsible for the day-to-day administration of the Commission.

(4)

The Minister may appoint such number of Deputies Chief

Executive Officer as may be necessary and may revoke the appointment of any person so appointed.

(5)

The Deputies Chief Executive Officer shall be subject to the direction and control of the Chief Executive Officer and may perform the duties of the Chief Executive Officer under this Act.

Companies Commission of Malaysia 15

(6)

The Minister may appoint any person referred to in subsection (4)

or any other person as he thinks fit to act as the acting Chief Executive

Officer for the period when—

(a)

the office of the Chief Executive Officer is vacant; or

(b)

the Chief Executive Officer is, for any other reason, unable to perform the duties of his office.

Meetings

Section 12

(2)

The quorum of the meeting shall be five.

(3)

If on a question to be determined by the Commission there is an equality of votes, the Chairman shall have a casting vote.

(4)

If the Chairman is absent or unable to act due to illness or any other cause, any member of the Commission other than the Chief

Executive Officer may be elected by the members present to preside over the meeting.

(5)

Subject to the provisions of this Act, the Commission shall determine its own procedure.

The Commission may invite others to meetings

Section 13

The Commission may invite any person to attend any meeting or deliberation of the Commission for the purpose of advising it on any matter under discussion, but any person so attending shall have no right to vote at the meeting or deliberation.

16 Laws Of Malaysia ACT 614

Section 14

Power of Minister to give directions and require information

(2)

The Commission shall furnish the Minister with such returns, accounts and information with respect to the performance of any of its functions under this Act or the laws specified in the First Schedule as the Minister may, from time to time, require.

Disclosure of interest

Section 15

(2)

A disclosure under subsection (1) shall be recorded in the minutes of the meeting of the Commission or committee, as the case may be, in which the matter is discussed and, after the disclosure, the member—

(a)

shall be disregarded for the purpose of constituting a quorum of the meeting of the Commission or committee, as the case may be; and

(b)

shall not take part in or be present during any discussion or decision of the Commission or committee, as the case may be, when the matter is discussed or decided upon.

(3)

Any member of the Commission or committee who fails to disclose his interest as required under subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one

Companies Commission of Malaysia 17

hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

(4)

No act or proceeding of the Commission or committee shall be invalidated on the ground that any member of the Commission or committee has contravened the provisions of this section.

(5)

For the purpose of this section—

(a)

“a member of his family”, in relation to a member of the

Commission or a committee, includes—

(i)

his spouse;

(ii)

his parent (including a parent of his spouse);

(iii)

his child (including an adopted child or stepchild);

(iv)

his brother or sister (including a brother or sister of his spouse); and

(v)

a spouse of his child, brother and sister; and

(b)

“associate”, in relation to a member of the Commission or a committee, means—

(i)

any person who is a nominee or an employee of such member;

(ii)

any firm of which such member or any nominee of his is a partner;

(iii)

a partner of such member;

(iv)

a trustee of a trust under which such member or a member of his family is a beneficiary; or

18 Laws Of Malaysia ACT 614

(v)

any corporation within the meaning of the

Companies Act 1965, of which such member or any nominee of his or a member of his family is a director or has a controlling interest or shares to the total value of not less than thirty percent of the total issued capital of the corporation.

Minutes

Section 16

(2)

Any minutes made of meetings of the Commission or a committee, if duly signed, shall, in any proceedings, be admissible as prima facie evidence of the facts stated in it and every meeting of the

Commission or a committee in respect of the proceedings of which minutes have been so made shall be deemed to have been duly convened and held and all members at the meeting to have been duly qualified to act.

FUNCTIONS AND POWERS OF THE COMMISSION

Functions of the Commission

Section 17

The functions of the Commission shall be—

(a)

to ensure that the provisions of this Act and the laws specified in the First Schedule are administered, enforced, given effect to, carried out and complied with;

(b)

to act as agent of the Government and to provide services in administering, collecting and enforcing payment of prescribed fees or any other charges under the laws specified in the First Schedule;

NOTE— The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777]

w.e.f. 31 January 2017.

Companies Commission of Malaysia 19

(c)

to regulate matters relating to corporations, companies and businesses in relation to the laws specified in the First

Schedule;

(d)

to encourage and promote proper conduct amongst directors, secretaries, managers and other officers of a corporation, and self-regulation by corporations, companies, businesses, industry groups and professional bodies in the corporate sector in order to ensure that all corporate and business activities are conducted in accordance with established norms of good corporate governance and to encourage and to promote corporate responsibility and business sustainability;

(e)

to enhance and promote the supply of corporate information under any laws specified in the First Schedule and to create and develop a facility whereby any corporate information received by, or filed or lodged with, the

Commission may be analyzed and supplied to the public;

(f)

to carry out research and commission studies on any matter relating to corporate and business activities;

(g)

to advise the Minister generally on matters relating to corporations, companies and businesses in relation to the laws specified in the First Schedule; and

(h)

to carry out all such activities and do all such things as are necessary or advantageous and proper for the administration of the Commission, or for such other purpose as may be directed by the Minister.

Powers of the Commission

Section 18

(2)

Without prejudice to the generality of subsection (1), the powers of the Commission shall include power—

(a)

to utilize all the property of the Commission, movable and immovable, in such manner as the Commission may think expedient including the raising of loans by mortgaging such property;

(b)

to impose fees or charges for services rendered by the

Commission as may be prescribed by the Minister by regulations made under section 40;

(c)

to appoint such agents, experts or consultants as it deems fit to assist the Commission in the exercise of its functions;

(d)

to grant loans to employees of the Commission for such purposes as may be approved by the Minister;

(e)

to formulate and implement human resource development and funding and cooperation programmes for the proper and effective performance of its functions;

(ea) to formulate, conduct and implement educational and training programmes relating to the laws specified in the

First Schedule;

(eb) to grant and renew licences under this Act or the laws specified in the First Schedule;

(f)

to cooperate with any corporate body or government agency for the purpose of performing the Commission’s functions; and

(g)

to do anything incidental to any of its functions and powers.

(3)

The Commission shall have all such powers as may be necessary for or in connection with, or reasonably incidental to, the performance of its functions under the laws specified in the First

Schedule.

Companies Commission of Malaysia 21

(4)

For the avoidance of doubt it is declared that the powers of the

Commission shall not include the powers of the Chief Executive

Officer as provided in the laws specified in the First Schedule.

The Commission may establish committees

Section 19

(2)

Members of a committee established under subsection (1) may be appointed from amongst members of the Commission or such other persons as the Commission thinks fit.

(3)

Persons who are disqualified from being members of the

Commission under section 9 shall also be disqualified from being members of a committee.

(4)

A member of a committee shall hold office for such term as may be specified in his letter of appointment and is eligible for reappointment.

(5)

The Commission may revoke the appointment of any member of a committee without assigning any reason for the revocation.

(6)

A member of a committee may resign by giving notice in writing to the Chairman.

(7)

A committee established under this section may elect any of its members to be chairman and may regulate its own procedure, and in the exercise of its powers such committee shall be subject to and act in accordance with any direction given to the committee by the

Commission.

(8)

The members of a committee or any person invited to attend any meeting of a committee may be paid such allowances and other expenses as the Commission may determine.

22 Laws Of Malaysia ACT 614

(9)

Meetings of a committee shall be held at such times and places as the chairman of the committee may, subject to subsection (7), determine.

Delegation of the Commission’s functions or powers

Section 20

(a)

any member of the Commission;

(b)

a committee established by the Commission;

(c)

the Chief Executive Officer of the Commission;

(d)

any Deputy Chief Executive Officer of the Commission;

(e)

the Registrar; or

(f)

any employee of the Commission.

(2)

Any person delegated with such functions or powers shall comply with all conditions or restrictions imposed by the Commission and all requirements, procedures and matters specified by the

Commission.

(3)

Any functions or powers delegated under this section shall be performed and exercised in the name and on behalf of the Commission.

(4)

The delegation under this section shall not preclude the

Commission itself from performing or exercising at any time any of the delegated functions or powers.

Companies Commission of Malaysia 23

PART IIIA

FUNCTIONS AND POWERS OF THE REGISTRAR

Registrar, Deputy Registrars and Assistant Registrars

Section 20A

(2)

The Commission may appoint such number of Deputy

Registrars, Assistant Registrars or other employees, from amongst the persons in the employment of the Commission, for the proper administration of the laws specified in the First Schedule on the terms and conditions as it may determine and may revoke the appointment of any person so appointed.

(3)

Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act or the laws specified in the First Schedule appointed or authorized or required to be done or signed by the Registrar may be done or signed by any Deputy Registrar or Assistant Registrar and shall be as valid and effectual as if done or signed by the Registrar.

Court to take judicial notice of seal, etc. of Registrar, etc.

Section 20B

The Court shall take judicial notice of the seal and signature of the Registrar, Deputy Registrars or Assistant Registrars, as the case may be.

PART IIIB

ISSUANCE OF GUIDELINES, PRACTICE NOTES, ETC.

Section 20C

Power to issue guidelines, practice notes, etc.

(2)

The person to whom the guidelines, practice notes, notices or circulars referred to in subsection (1) applies shall comply and give effect to such guidelines, practice notes, notices or circulars.

(3)

The Commission may revoke, vary, revise or amend the whole or any part of any guidelines, practice notes, notices or circulars issued under this section.

Power to publish information

Section 20D

(a)

the grant of, lapsing, renewal, revocation or suspension of a licence, an approval or an exemption, under this Act or the laws specified in the First Schedule to any person;

(b)

the imposition of a condition or restriction under this Act or the laws specified in the First Schedule to any person;

(c)

any action taken under section 20E;

(d)

an order by the Court in relation to the disqualification of directors;

(e)

the compounding of any offence under this Act or any other laws, whether the laws of Malaysia or any territory or country outside Malaysia;

(f)

any civil or criminal proceedings brought against any person under this Act or any other laws, whether the laws of Malaysia or any territory or country outside Malaysia, including the outcome of such proceedings; or

(g)

any other information that the Commission or the Registrar thinks appropriate in the interest of the public or the protection of the shareholders.

Companies Commission of Malaysia 25

(2)

The Commission or Registrar shall not publish any information derived from the forms or returns required to be lodged with the

Registrar under the laws specified in the First Schedule.

Power to take action

Section 20E

(a)

he fails to comply with any provisions of this Act or the laws specified in the First Schedule;

(b)

he fails to comply with or give effect to any guidelines, practice notes, notices or circulars issued under section 20C;

or

(c)

he fails to comply with or give effect to any condition or restriction imposed under section 20C.

(2)

If a person has committed a breach and the Commission or the

Registrar is satisfied that it is appropriate in all the circumstances to take action against that person, the Commission or the Registrar may take any one or more of the following actions:

(a)

direct the person to comply with or give effect to the provisions of this Act or the laws specified in the First

Schedule, guidelines, practice notes, notices, circulars, conditions or restrictions;

(b)

impose an administrative penalty, in proportion to the severity or gravity of the breach, but in any event not exceeding five hundred thousand ringgit;

(c)

reprimand the person; or

(d)

direct the person to take the necessary steps to remedy the breach or to mitigate the effect of such breach, including making restitution to any person aggrieved by the breach.

26 Laws Of Malaysia ACT 614

(3)

The Commission or the Registrar shall give a written notice to the person who has committed the breach of its intention to take action under subsection (2) and shall give that person an opportunity to be heard.

(4)

If the person fails to comply with the directions given by the

Commission or the Registrar under paragraphs (2)(a) and (d), the

Commission or the Registrar may apply to the Court for one or more of the following orders:

(a)

an order directing the person to comply with the direction given by the Registrar;

(b)

an order directing the person to pay any costs incurred by the Registrar or any other person effected by the non-compliance with the direction given by the Registrar, arising from the non-compliance of the directions; or

(c)

any other orders that the Court considers appropriate.

(5)

Where a person fails to pay an administrative penalty imposed by the Commission or the Registrar under paragraph (2)(b), the administrative penalty imposed by the Commission or the Registrar may be recovered as a civil debt due to the Commission or the

Registrar, as the case may be.

(6)

For the purpose of paragraph (2)(d), in determining whether or not restitution is to be made by the person, the Commission or the

Registrar shall have regard to—

(a)

the profits that have accrued to such person; or

(b)

whether one or more persons have suffered loss or been otherwise adversely affected as a result of the breach.

(7)

Nothing in this section shall prejudice the operation of any section imposing penalties on any person in respect of any failure under subsection (1), nor any power that the Commission, the

Registrar, any other person or the Court may have under this Act or the laws specified in the First Schedule.

Companies Commission of Malaysia 27

LICENSING

Power to grant and renew licence

Section 20F

The Commission shall have the power to grant and renew licences for any matter that is required to be licensed under the laws specified in the First Schedule.

Section 20G

Application for grant and renewal of licence

(a)

in the form and manner as the Commission may specify;

and

(b)

in the case of renewal of licence, made not later than thirty days, or such other period as the Commission may specify, before the expiry of the licence.

(2)

The Commission may require an applicant to furnish the information or documents as the Commission thinks necessary in relation to the application.

(3)

An application for the grant or renewal of a licence shall be accompanied with a prescribed fee which shall be paid in the manner as may be specified by the Commission.

(4)

The Commission may grant or renew a licence if the

Commission is of the opinion that the applicant is a fit and proper person to hold the licence, after considering the following:

(a)

the character, qualification and experience of the applicant;

(b)

the interest of the public; and

28 Laws Of Malaysia ACT 614

(c)

whether the applicant had previously contravened any provisions of this Act or the laws specified in the First

Schedule.

(5)

Every licence granted or renewed under this section shall be valid for a period of three years from the date of issue or renewal unless—

(a)

otherwise specified by the Commission; or

(b)

sooner revoked by the Commission.

Suspension of licence

Section 20H

(2)

The Commission may suspend a licence granted to any person where there is an action against the person to determine—

(a)

if there is a contravention of any of the provisions under this Act and the laws specified in the First Schedule; or

(b)

if there is a contravention of any of the conditions or restrictions imposed in relation to the issuance of the licence.

(3)

A person whose licence has been suspended under subsection (1)

shall be deemed as if he has not been licensed during that suspension period for the purposes of this Act and the laws specified in the First

Schedule.

Revocation of licence

Section 20I

(a)

contravention of any of the provisions under this Act or the laws specified in the First Schedule;

(b)

conviction of an offence under any other laws in Malaysia;

(c)

contravention of any of the conditions or restrictions imposed in relation to the issuance of the licence;

(d)

the person becomes a bankrupt; or

(e)

the person who has been licensed fails or ceases to carry on the service or activity to which the licence relates.

(2)

The Commission shall not revoke a licence unless the licensed person has been given an opportunity to be heard.

Surrender of licence

Section 20J

Companies Commission of Malaysia 29

(2)

The surrender of a licence shall not take effect until the

Commission is satisfied that adequate arrangements have been made to meet all liabilities and obligations of the licensed person that are outstanding at the time the notice of surrender was given by the person who has been licensed.

(3)

A surrender of licence made under subsection (1) shall not operate so as to avoid or effect any liability or obligation arising out from any agreement, contract, transaction or arrangement relating to the services or activity carried out by the person who has been licensed by virtue of holding such licence.

30 Laws Of Malaysia ACT 614

PROVISIONS RELATING TO EMPLOYEES

Employment of Government employees

Section 21

(2)

Every such person who opts under subsection (1) to serve as an employee of the Commission shall be employed by the Commission on terms and conditions of service not less favourable than the terms and conditions of service to which he was entitled immediately before the appointed date.

(3)

Until such time as the terms and conditions of service of its employees are drawn up by the Commission, the scheme and terms and conditions of service of employees of the Government shall continue to apply to every person employed by the Commission under subsection (1).

(4)

The Minister may by order make such modifications as may be necessary to the scheme and terms and conditions referred to in subsection (3) for the purpose of removing difficulties as a consequence of the provisions of that subsection.

Appointment of other employees, agents and consultants

Section 22

(2)

The Commission may appoint and employ agents and consultants to transact any business or to do any act required to be

Companies Commission of Malaysia 31

transacted or done in the execution of its functions or for the better carrying into effect the purposes of this Act.

Regulations with respect to employment

Section 23

(2)

The regulations made under this section may include provisions for—

(a)

the manner of appointment, and the terms and conditions of service of the employees of the Commission; and

(b)

the payment of gratuities, pensions and other benefits to the employees of the Commission.

Continuation and completion of disciplinary proceedings

Section 24

(2)

An order, ruling or direction made or given by a disciplinary authority of the Commission pursuant to this section shall in respect of such employee have the same force and effect as an order, ruling or direction made or given by the Disciplinary Authority, Disciplinary

Board or Disciplinary Appeal Board, as the case may be, under the laws referred to in subsection (1).

(3)

The Minister may by order make such modifications to the laws referred to in subsection (1) in their application to such employee as may be necessary for the purpose of removing difficulties as a consequence of the provisions of that subsection.

32 Laws Of Malaysia ACT 614

Protection from personal liability

Section 25

No suit or other legal proceedings shall lie personally against the

Commission, the Registrar, any member or employee of the

Commission, a public officer or any other person for anything which is done or intended to be done in good faith in the execution or purported execution of this Act or any of the laws specified in the First

Schedule.

Section 26

Public servants

All members of the Commission or any of its committees or any officer, servant or agent of the Commission while discharging their duties as such member, officer, servant or agent shall be deemed to be public servants within the meaning of the Penal Code [Act 574].

Section 27

Public Authorities Protection Act 1948

The Public Authorities Protection Act 1948 [Act 198] shall apply to any action, suit, prosecution or proceedings against the Commission or employees or agents of the Commission in respect of any act, neglect or default done or committed by him in such capacity or in the capacity of the officers as described in the laws specified in the First

Schedule.

PART IVA

INVESTIGATION AND ENFORCEMENT PROVISIONS

Section 27A

Powers of enforcement, inspection and investigation

The Registrar shall have all the powers of a police officer of whatever rank as provided for under the Criminal Procedure Code [Act 593], except the power to arrest without warrant, in relation to enforcement, inspection and investigation, and such powers shall be in addition to the powers provided for under this Act and not in derogation thereof.

Companies Commission of Malaysia 33

Section 27B

Power to require information

(a)

has any information or any document that is relevant to the performance of functions and powers under the laws specified in the First Schedule; or

(b)

is capable of giving any evidence which the Registrar has reasonable grounds to believe that the evidence is relevant to the performance of functions and powers under the laws specified in the First Schedule.

(2)

The order under subsection (1) may require the person—

(a)

to give the Registrar any such information;

(b)

to produce to the Registrar any such documents, whether in a physical form or in electronic media;

(c)

to make copies of any such documents and to produce those copies to the Registrar;

(d)

if the person is an individual, to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any such documents, whether in a physical form or in electronic media;

(e)

if the person is a body corporate or a public body, to cause a competent officer of the body corporate or the public body to appear, at a private hearing, before the Registrar at a time and place specified in the notice to give any such evidence, either orally or in writing, and produce any documents, whether in a physical form or in electronic media; or

34 Laws Of Malaysia ACT 614

(f)

if the person is a partnership, to cause an individual who is a partner in the partnership or an employee of the partnership to appear, at a private hearing, before the

Registrar at a time and place specified in the notice to give any evidence, either orally or in writing, and produce any documents, whether in a physical form or in electronic media.

(3)

The person so ordered under subsection (1) shall—

(a)

provide the required information or documents within such time as specified in the order or such extended time as the

Registrar may grant; and

(b)

ensure that the information or documents provided are true, accurate and complete and shall provide a representation to that effect, including a representation that he is not aware of any other information or document which would make the information or document provided untrue or misleading.

(4)

A person who fails to comply with an order of the Registrar under this section commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Power to conduct inspection

Section 27C

(2)

For the purposes of this section, the Registrar may by notice in writing require any person to produce to him such books, minute

Companies Commission of Malaysia 35

books, registers or other documents as are in the custody or under the control of that person.

(3)

Any person who—

(a)

fails to produce any books, minute books, registers or other documents as required by the Registrar under this section;

or

(b)

obstructs, intimidates, distracts, harasses or hinders the

Registrar while exercising any of the powers under this section, commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Power to investigate

Section 27D

The Registrar shall have the power to conduct investigation, in relation to the laws specified in the First Schedule or any guidelines, practice notes, notices or circulars issued under section 20C, where there is reason to suspect that—

(a)

an offence or a breach has been committed;

(b)

there was an attempt to commit an offence or a breach; or

(c)

there was a conspiracy to commit an offence or a breach, in relation to the laws specified in the First Schedule, or breach of any guidelines, practice notes, notices or circulars issued under section 20C.

Search and seizure with warrant

Section 27E

Pursuant to a search and seizure warrant issued by the Magistrate under the Criminal Procedure Code, if, by the reason of its nature, size or amount, it is not practicable to remove any book, account,

36 Laws Of Malaysia ACT 614

document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or thing seized under this section, the Registrar shall by any means seal such book, account, document, computerized data, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or thing in the premises or container in which it is found.

Section 27F

Search and seizure without warrant

If the Registrar is satisfied, upon information received, that he has reasonable cause to believe that by reason of delay in obtaining a search warrant from a Magistrate under the Criminal Procedure Code the investigation would be adversely affected or evidence of the commission of an offence is likely to be tampered with, removed, damaged or destroyed, the Registrar may enter the premises and exercise in, upon and in respect of the premises all the powers referred to in section 56 of the Criminal Procedure Code in a full manner as if he were authorized to do so by a warrant issued under that section.

Section 27G

List of things seized

(2)

Where the premises are unoccupied, the Registrar shall whenever possible post a list of the things seized conspicuously on the premises.

Companies Commission of Malaysia 37

Release of things seized

Section 27H

(2)

Neither the Registrar nor the Government or any person acting on behalf of the Government or the Registrar shall be liable to any proceedings by any person if the seizure and the release of the equipment, instrument, material, book, record, account, document or thing had been effected in good faith.

(3)

A record in writing shall be made by the Registrar effecting the release of any equipment, instrument, material, book, record, account, document or thing under subsection (1) specifying in detail the circumstances of and the reason for the release and he shall send a copy of the record to the Public Prosecutor and to the Inspector General of

Police within seven days of the release.

No cost or damages arising from seizure to be recoverable

Section 27I

No person shall, in any proceedings before any Court in respect of any equipment, instrument, material, book, record, account, document or thing seized in the exercise or the purported exercise of any power conferred under this Act, be entitled to the costs of such proceedings or to any damages or other relief unless such seizure was made without reasonable cause.

38 Laws Of Malaysia ACT 614

Section 27J

Surrender of travel documents

(2)

A person on whom a notice under subsection (1) is served shall comply with such notice forthwith, failing which he may be arrested and taken before a Magistrate.

(3)

Where a person is taken before a Magistrate under subsection (2), the Magistrate shall, unless such person complies with the notice under subsection (1) or satisfies the Magistrate that he does not possess a travel document, by warrant commit him to prison—

(a)

until the expiry of a period of fourteen days from the date of his committal; or

(b)

until he complies with the notice under subsection (1), whichever occurs earlier.

(4)

For the purpose of subsection (3), a certificate signed by the

Public Prosecutor to the effect that the person has complied with the notice under subsection (1) shall be sufficient warrant for the

Superintendent of Prison to discharge such person.

(5)

The Registrar may by notice issued to any immigration officer, request that any person who is the subject of or related to an investigation in respect of an offence under the laws specified in the

First Schedule, be prevented from leaving Malaysia.

(6)

The immigration officer, upon being notified of a request made under subsection (5), may require the person who is the subject of or related to an investigation in respect of an offence under the laws

Companies Commission of Malaysia 39

specified in the First Schedule, to surrender his passport or any other travel document in his possession to the immigration officer.

(7)

Subject to any order issued or made under any written law relating to immigration, “immigration officer” means any person appointed under section 3 of the Immigration Act 1959/63 [Act 155].

FINANCE

The Fund

Section 28

(2)

The Fund shall consist of—

(a)

all moneys received by the Commission for services rendered by the Commission to the Government or for services rendered by the Commission to any person;

(b)

all moneys received by the Commission by way of grants;

(c)

all moneys derived from the disposal, lease or hire of, or any other dealing with, any property vested in or acquired by the Commission;

(d)

all moneys derived as income from investments by the

Commission;

(e)

all moneys borrowed by the Commission under this Act;

and

(f)

all other moneys lawfully received by the Commission.

40 Laws Of Malaysia ACT 614

Expenditure to be charged on the Fund

Section 29

The Fund shall be expended for the purpose of—

(a)

paying any expenditure lawfully incurred by the

Commission, including legal fees and costs and other fees and costs, and the remuneration of employees of the

Commission, including the granting of loans, superannuation allowances, pensions or gratuities;

(b)

paying any other expenses, costs or expenditure properly incurred or accepted by the Commission in the performance of its functions or the exercise of its powers under this Act;

(c)

purchasing or hiring equipment, machinery and materials, acquiring land and erecting buildings, and carrying out any other works and undertakings in the performance of its functions or the exercise of its powers under this Act;

(d)

repaying any moneys borrowed under this Act and the interest due on it; and

(e)

generally, paying any expenses for carrying into effect the provisions of this Act.

Preparation of estimates

Section 30

(2)

Before the beginning of each financial year, an estimate of the expenditure for the following financial year in such form and containing such particulars as the Minister may direct shall be submitted by the Commission to the Minister for his approval, and the

Minister shall, before the beginning of that following financial year, notify the Commission of the amount authorized for expenditure generally or of the amounts authorized for each description of expenditure.

Companies Commission of Malaysia 41

(3)

The Commission may, at any time, submit to the Minister a supplementary estimate for any one financial year and the Minister may allow the whole or any part of the additional expenditure included in it.

Conservation of the Fund

Section 31

It shall be the duty of the Commission to conserve the Fund by so performing its functions and exercising its powers under this Act as to secure that the total revenues of the Commission are sufficient to meet all sums properly chargeable to its revenue account, including depreciation and interest on capital, taking one year with another.

Section 32

Accounts and reports

(a)

a statement of accounts of the Commission which shall include a balance sheet and an account of income and expenditure; and

(b)

a statement of its activities, for that financial year.

(2)

The Commission shall as soon as possible send a copy of the statement of accounts certified by the auditors and a copy of the auditor’s report to the Minister who shall cause them to be laid before both Houses of Parliament.

(3)

The Statutory Bodies (Accounts and Annual Reports) Act 1980

[Act 240] shall apply to the Commission.

42 Laws Of Malaysia ACT 614

Power to borrow

Section 33

(2)

The Commission may, from time to time, with the approval of the Minister, borrow money by the issue of bonds, debentures, debenture stocks or such other securities upon such terms as it deems expedient for meeting any of its obligations or performing any of its functions under this Act.

Investment

Section 34

The moneys of the Commission may, in so far as they are not required to be expended by the Commission under this Act, be invested in such manner as the Commission deems fit.

Section 35

Payment to the Federal Consolidated Fund

(2)

The Minister of Finance after consultation with the Minister may, by order published in the Gazette, vary the percentage in subsection (1).

Companies Commission of Malaysia 43

GENERAL

Institution of prosecution

Section 36

No prosecution for any offence under this Act and the laws specified in the First Schedule shall be instituted except by or with the consent in writing of the Public Prosecutor.

Section 37

Representation in civil proceedings

Notwithstanding the provisions of any written law, any officer of the Commission authorized in that behalf by the Chairman, may institute, appear in and conduct proceedings and may make and do all appearances, acts and applications in respect of any civil proceedings by or against the Commission or any person holding any of the offices specified in the Second Schedule in the performance of his functions under any laws specified in the First Schedule.

Section 37A

Services of documents, notices, etc.

(a)

the notice, letter or document is left or sent by ordinary or registered post—

(i)

in the case of a business entity, to its last known registered office or registered principal place of business, as the case may be; or

(ii)

in the case of any individual, to his last known address; or

44 Laws Of Malaysia ACT 614

(b)

the notice, letter or document is sent by electronic means to the address or numbers provided by the entity for this purpose.

Evidentiary value of documents issued in the name of the Chief

Executive Officer or the Registrar

Section 37B

Schedule, any notice, letter or document shall be deemed to be served, if—

Any certificate, notice or any other document issued, served or given by the Chief Executive Officer or the Registrar or an officer duly authorized either by the Chief Executive Officer or the Registrar, pursuant to this Act or the laws specified in the First Schedule, shall be sufficiently authenticated if the name of the Chief Executive Officer or the Registrar or the authorized officer is printed, stamped or otherwise written thereon in the manner as determined by the Chief Executive

Officer or the Registrar, and shall, in any proceedings be admissible as prima facie evidence.

Section 38

Obligation of secrecy

(2)

Any person who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Compounding of offences

Section 38A

(2)

An offer under subsection (1) may be made at any time after the offence has been committed but before any prosecution for it has been instituted, and if the amount specified in the offer is not paid within the time specified in the offer, or such extended time as the

Registrar may grant, prosecution for the offence may be instituted at any time after that against the person to whom the offer was made.

(3)

Where an offence has been compounded under subsection (1), no prosecution shall be instituted in respect of the offence against the person to whom the offer to compound was made, and any equipment, instrument, material, book, record, account, document or thing seized under this Act and the laws specified in the First Schedule in connection with the offence may be released by the Registrar, subject to such terms and conditions as the Registrar thinks fit to impose in accordance with the conditions of the compound.

(4)

All sums of money received by the Registrar under this section shall be paid into the fund established under section 28.

(5)

In relation to the offences that may be compounded under subsection (1), the Minister may prescribe the offences that may be compounded and the procedures for compounding such offences.

Offences by body corporate

Section 38B

(a)

may be charged severally or jointly in the same proceedings with the body corporate; and

(b)

if the body corporate is found guilty of the offence, shall be deemed to be guilty of that offence unless, having regard to the nature of his functions in that capacity and to all circumstances, he proves—

(i)

that the offence was committed without his knowledge, consent or connivance; and

(ii)

that he had taken all reasonable precautions and exercised due diligence to prevent the commission of the offence.

(2)

If any person would be liable under this Act or the laws specified in the First Schedule to any punishment or penalty for his act, omission, neglect or default, he shall be liable to the same punishment or penalty for every act, omission, neglect or default of any employee or agent of his, or of the employee of the agent, if the act, omission, neglect or default was committed—

(a)

by that person’s employee in the course of his employment;

(b)

by the agent when acting on behalf of that person; or

(c)

by the employee of the agent in the course of his employment with the agent or otherwise on behalf of the agent acting on behalf of that person.

Destruction, concealment, mutilation and alteration of records

Section 38C

A person who—

(a)

destroys, conceals, mutilates or alters; or

(b)

sends or attempts to send or conspires with any other person to remove from its premises or send out of Malaysia,

Companies Commission of Malaysia 47

any book, record, account, document, computerized data or thing kept or maintained with intent to defraud the Commission or the Registrar or to prevent, delay or obstruct the carrying out of an investigation or the exercise of any power by the Commission or the Registrar under this Act or the laws specified in the First Schedule, commits an offence and shall, on conviction, be liable to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding ten years or to both.

Tipping-off

Section 38D

(a)

he knows or has reasonable grounds to suspect that the

Commission or Registrar is acting, or is proposing to act, in connection with an investigation which is being, or is about to be, conducted under or for the purposes of this Act or laws specified in the First Schedule and discloses to any other person information or any other matter which is likely to prejudice that investigation or proposed investigation; or

(b)

he knows or has reasonable grounds to suspect that a disclosure has been made to the Commission or the

Registrar under this Act or laws specified in the First

Schedule and discloses to any other person information or any other matter which is likely to prejudice any investigation which might be conducted following the disclosure.

(2)

Nothing in subsection (1) makes it an offence for an advocate and solicitor or his employee to disclose any information or other matter—

(a)

to his client or the client’s representative in connection with the giving of advice to the client in the course and for the purpose of the professional employment of the advocate and solicitor; or

48 Laws Of Malaysia ACT 614

(b)

to any person in contemplation of, or in connection with and for the purpose of, any legal proceedings.

(3)

Subsection (2) shall not apply in relation to any information or other matter which is disclosed with a view to furthering any illegal purpose.

(4)

In proceedings against a person for an offence under this section, it is a defence to prove that—

(a)

he did not know or suspect that the disclosure made under paragraph (1)(b) was likely to prejudice the investigation;

or

(b)

he had lawful authority or reasonable excuse for making the disclosure.

Appeals

Section 38E

(a)

the refusal of the Commission or the Registrar to register or receive any document required by this Act or the laws specified in the First Schedule; or

(b)

any act or decision of the Commission or the Registrar under this Act or the laws specified in the First Schedule, may appeal to the Minister in writing within thirty days after being notified of the decision of the Commission or Registrar, as the case may be.

(2)

Where an appeal is made under subsection (1), the decision of the Commission shall not take effect until the appeal is disposed of by the Minister.

(3)

On an appeal, the Minister may affirm, vary, set aside the decision of the Commission or make any decision that he thinks fit.

Companies Commission of Malaysia 49

(4)

For the purposes of this section, the Minister may—

(a)

form a committee to assist him in reaching the decision;

(b)

request information or documentation or personal representation from any person for him to be satisfied with the application; and

(c)

impose any terms and conditions that he thinks fit.

(5)

This section shall not apply to any act or decision of the

Commission or the Registrar—

(a)

in respect of any provision in the nature of the appeal or review is expressly provided in this Act or the laws specified in the First Schedule; or

(b)

which is declared by this Act or the laws specified in the

First Schedule to be final and conclusive or is embodied in any document declared by this Act to be conclusive evidence of any act, matter or thing.

Power of Minister to amend the First and Second Schedules

Section 39

The Minister may, by order published in the Gazette, amend the

First and Second Schedules.

Section 40

Regulations

(2)

Without prejudice to the generality of subsection (1), regulations may be made for all or any of the following purposes:

(a)

the duties and functions of the Registrar, Deputy Registrars,

Assistant Registrars and other employees appointed to

50 Laws Of Malaysia ACT 614

assist with the administration of this Act and the laws specified in the First Schedule;

(b)

the fees and charges under this Act, which include exempt payment of any fees and charges on such terms and conditions as the Minister thinks fit;

(c)

any requirement relating to educational and training programmes for any officer of a corporation, any person or class of persons;

(d)

any matter relating to licensing as specified in Part IIIC and the procedures in respect of appeal; and

(e)

all matters and things required or authorized by this Act to be prescribed, for the carrying out of, or giving full effect to, the provisions of this Act.

(3)

Any subsidiary legislation made under this Act may provide for any act or omission in contravention of the subsidiary legislation and may provide for penalty of a fine not exceeding five hundred thousand ringgit or imprisonment for or a term not exceeding three years or to both.

FIRST SCHEDULE

[Sections 11, 14, 17, 18, 20A, 20B, 20C, 20D, 20E, 20F, 20G, 20H, 20I, 22, 25,

27, 27B, 27C, 27D, 27H, 27J, 36, 37, 37A, 37B, 38B, 38C, 38E and 40]

Section 1

Companies Act 2016 [Act 777]

Section 2

Trust Companies Act 1949 [Act 100]

Section 3

Kootu Funds (Prohibition) Act 1971 [Act 28]

Section 4

Registration of Businesses Act 1956 [Act 197]

Section 5

Limited Liability Partnerships Act 2012 [Act 743]

Section 6

Interest Schemes Act 2016 [Act 778]

_________________

Companies Commission of Malaysia 51

SECOND SCHEDULE

[Section 37]

Section 1

The Chairman appointed under section 6 2.

The Chief Executive Officer appointed under section 11 3.

The Deputies Chief Executive Officer appointed under section 11 4.

The Registrar, Deputy Registrars and Assistant Registrars appointed under section 20A

52

Act 614

LIST OF AMENDMENTS

Amending law

Short title

In force from

Companies Commission of

Malaysia (Amendment) Act 2015 20-02-2015

(except sections 9, 10, 11, 13,

14 and 15);

31-01-20017

(sections 9, 10,

11, 13, 14 and 15)

P.U. (A) 13/ 2018

Companies Commission of

Malaysia (Amendment of

First Schedule) Order 2018

01-02-2018

53

Act 614

LIST OF SECTIONS AMENDED

Section

Amending Authority

In force from

2

20-02-2015

6

20-02-2015

9

20-02-2015

11

20-02-2015

17

20-02-2015

18

20-02-2015

20

20-02-2015

20A-J

31-01-2017

25

31-01-2017

27A-J

31-01-2017

35

20-02-2015

37

31-01-2017

37A-B

31-01-2017

38A-E

31-01-2017

40

20-02-2015

First Schedule

20-02-2015

P.U.(A) 13/2018

01-02-2018

54 Laws Of Malaysia ACT 614

Section

Amending Authority

In force from

Second Schedule

20-02-2015

*COMPANIES COMMISSION OF MALAYSIA ACT 2001

About this act

PART I

(2)

(a)

(b)

(c)

PART II

(2)

(3)

(4)

(a)

(b)

(c)

(2)

(3)

(4)

(5)

(6)

(7)

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(2)

(a)

(b)

(c)

(2)

(a)

(b)

(c)

(d)

(e)

(2)

(a)

(b)

(3)

(4)

(5)

(6)

(a)

(b)

(2)

(3)

(4)

(5)

(2)

(2)

(a)

(b)

(3)

(4)

(5)

(a)

(i)

(ii)

(iii)

(iv)

(v)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(2)

PART III

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(2)