Section 2

any director, secretary or other person appointed under a directors’ resolution to hold a specified office;

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;

“approved liquidator” means a person approved under subsection 18(1);

“resident” means—

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

14

Act 643

in relation to any other person, a person who has established a place of business and is operating in Malaysia, and includes a person who is declared to be a resident pursuant to section 43 of the Exchange Control Act 1953 [Act 17];

“promoter”, in relation to a prospectus issued by or in connection with a Langkawi company, means a promoter of the company who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include any person by reason only of his acting in a professional or advisory capacity;

“contributory”, in relation to a Langkawi company, means a person liable to contribute to the assets of the company in the event of it being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory;

“Registrar” means the Registrar of Companies under the Companies

Act 1965 [Act 125], and includes any Regional Registrar, Deputy

Registrar or Assistant Registrar of Companies;

“director” means any person, by whatever name called, occupying the position of director of a Langkawi company or foreign

Langkawi 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;

“regulations” means regulations made under this Act;

“corporation” means a Langkawi company, foreign Langkawi company, domestic company or foreign company;

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

“prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, any shares or any units of shares in a Langkawi company or proposed Langkawi company;

15

Langkawi International Yachting Companies

“foreign company” means—

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

“domestic company” means a company incorporated under the

Companies Act 1965;

“Langkawi company” means a company incorporated under this Act and carrying out yacht-related activities;

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

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

“annual fee payment date” means the date on which the annual fee of a Langkawi company shall be payable pursuant to subsection 21(6);

“allot” includes sell, issue, assign, and convey; and “allotment”

has a corresponding meaning.

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 of association shall, except where otherwise provided by this Act, apply in relation to the articles of association in force at the commencement of this Act, as well as to articles of association coming into force thereafter, and shall also apply in relation to a corporation’s memorandum as it applies in relation to its articles of association.

Definition of subsidiary and holding company