Malaysia legislation
Section 47
Section 47
(2)
The provisions of Divisions 1 and 5 of Part IV of the
Companies Act 1965 shall apply in relation to any offer or invitation made by a Langkawi company to the public to subscribe for or purchase its shares or interest as if the offer or invitation to the public is made by an unlisted recreational club, subject to such modifications as the Minister may make by order to be consistent with the intent and purposes of this Act, and in particular references to a “company” shall be taken as references to a Langkawi company.
(3)
For the purposes of this section—
“unlisted recreational club” means a corporation which provides the holder of its shares the right to use or enjoy any yacht-related recreational or holiday activities or facilities and whose shares are not listed or proposed to be listed for quotation on any stock market of a stock exchange;
“interest” means any right to participate or interest, whether enforceable or not and whether actual, prospective or contingent in any time-sharing scheme or investment contract, whether or
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Langkawi International Yachting Companies not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset, but does not include—
(a)
any share in or debenture of a corporation; or
(b)
any interest in a partnership agreement unless the agreement—
(i)
relates to an undertaking, scheme, enterprise or investment contract promoted by, or on behalf of, a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is a party to the agreement; or
(ii)
is an agreement, or is within a class of agreements, prescribed by regulations for the purposes of this paragraph;
“investment contract” means any contract, scheme or arrangement which in substance and irrespective of the form thereof entitles the investor to a right to use or enjoy any yacht-related recreational or holiday activities or facilities for a consideration and for a duration of not less than twelve months whether or not on a recurring basis;
“modification” includes amendment, adaptation, alteration, variation, addition, division, substitution or exclusion;
“time-sharing scheme” means a scheme, undertaking or enterprise—
(a)
in which participants are, or may become, entitled to use, occupy or possess, for two or more periods during the period for which the scheme, undertaking or enterprise, whether in Malaysia or elsewhere is to operate, a yacht to which the scheme, undertaking or enterprise relates;
and
(b)
that is to operate for a period of not less than three years.
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Act 643
TITLE AND TRANSFERS
Nature of shares