Malaysia legislation
Section 106
Section 106
Transfer from Langkawi
(2)
A Langkawi company shall not apply to the Registrar for approval under subsection (1) unless—
(a)
the application is authorized—
(i)
where the company has a share capital, by the holders of not less than three fourths of the shares of each class;
(ii)
by the holders of not less than three-fourths of the company’s debentures (if any) of each class;
and
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Act 643
(iii)
by all the directors of the company; and
(b)
the company, not less than thirty days before applying to the Registrar for such approval, has published a notice in a newspaper circulating generally in Langkawi of its intention to make the application, and an application shall not be accepted unless it is accompanied with an affidavit sworn by a director of the company in which are set out—
(c)
the names and addresses of its creditors and the total amount of its indebtedness to the creditors; and
(d)
a statement to the effect that the proposed transfer of domicile is unlikely to be detrimental to the rights or proper interests of any of the company’s members, debenture holders or creditors.
(3)
The Registrar shall not give his approval to a Langkawi company applying for transfer to another country or jurisdiction unless he is satisfied that—
(a)
the requirements of subsection (2) have been complied with; and
(b)
the company has complied with any provision of this Act which it should have complied with, and the Registrar may grant his approval on such conditions as he thinks necessary to safeguard the rights and proper interests of any member, debenture holder or creditor of the company or any class of such members, debenture holders or creditors and upon the company taking such steps as he considers necessary to remedy any failure to comply with any provision of this Act.
(4)
Upon an instrument transferring the company to another country or jurisdiction being executed by the proper officer of that other country or jurisdiction, the company shall immediately notify the Registrar of the details and the company shall be deemed to have ceased to be a company incorporated in Langkawi from the date of its transfer to that other country or jurisdiction takes effect and the Registrar shall remove its name from the register:
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Langkawi International Yachting Companies
Provided that nothing in this subsection shall take away or affect the jurisdiction of any Court (whether the High Court or otherwise) to hear and determine any proceedings commenced therein by or against the company before it ceased to be a company incorporated in Langkawi.
(5)
Where a Langkawi company notifies the Registrar under subsection (4) that an instrument transferring the company to another country or jurisdiction has been executed by the proper officer of that other country or jurisdiction and that notification is false, then, notwithstanding that the Registrar has removed the name of the company from the register in pursuance of that subsection—
(a)
the liability (if any) of any officer or member of the company shall continue and may be enforced as if the company were still registered under this Act; and
(b)
the company shall be liable to be wound up pursuant to the provisions of this Act as if it were still registered under this Act.
Costs of proceedings before Court