Malaysia legislation
Section 3
Section 3
Conversion to public company limited by shares
(1)
The Exchange shall not apply to convert itself from a company limited by guarantee to a public company limited by shares unless the written approval of the Minister, on the recommendation of the
Commission, is obtained.
(2)
Notwithstanding any of the provisions in the memorandum and articles of association of the Exchange immediately before the conversion date, the Companies Act 1965 and any other law, but subject to the provisions of this Act, the Exchange may apply to convert itself from a company limited by guarantee to a public company limited by shares by lodging with the Registrar—
(a)
a copy of the Minister’s written approval referred to in subsection (1);
(b)
copies of special resolutions, passed in accordance with the articles of association of the Exchange immediately before the conversion date, approving the conversion of the Exchange to a public company limited by shares and adopting the amended memorandum and articles referred to in paragraph (c);
(c)
a copy of the memorandum and articles of association of the Exchange duly amended to reflect that it is a public company limited by shares;
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(d)
a copy of the Commission’s written approval on the amended memorandum and articles referred to in paragraph
(c)
; and
(e)
information on the number and types of shares, as defined in the Companies Act 1965, to be issued upon its conversion.
(3)
Upon the Registrar being satisfied that the lodgement required in subsection (2) has been effected, the Registrar shall so inform the Minister, and the Minister may, by notification published in the Gazette, appoint a conversion date and on such date the conversion of the Exchange to a public company limited by shares shall take effect.
(4)
On the conversion date, the Registrar shall appropriately alter the details of the registration of the Exchange and issue a new certificate of incorporation which reflects the conversion of the
Exchange from a company limited by guarantee to a public company limited by shares in such form as the Registrar considers appropriate and upon the issue of such new certificate of incorporation, the previous certificate of incorporation of the Exchange as a company limited by guarantee shall be deemed cancelled.
(5)
Notwithstanding any of the provisions in the Companies
Act 1965, the new certificate of incorporation issued pursuant to subsection (4) shall be a valid certificate of incorporation of the
Exchange as a public company limited by shares for the purposes of the Companies Act 1965 or for any other purpose.