Front matter
Preamble
Part I
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Part IIIPart III;
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Part II
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Division 1
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Division 2
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Division 3
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Division 4
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Division 5
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Division 6
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Division 7
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Division 8
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Division 9
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Division 10
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Part III
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Chapter I
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Chapter II
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Chapter III
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Part IV
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Part V
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Section 15(1) Any pending application for—
Section 1A prospectus shall be printed in a size not smaller than the type known as eight point Times unless the Registrar, before the issuing, adve...
Section 2A prospectus shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus.
Section 3To state that a copy of the prospectus has been lodged with and registered by the
Section 4Immediately after the statement under paragraph 3 is made, the prospectus shall state that the Registrar takes no responsibility as to the...
Section 5To state that no shares or debentures or that no shares and debentures, as the case may be, shall be allotted on the basis of the prospectu...
Section 6If a prospectus contains any statement made by an expert whose consent is required under section 160, the prospectus shall state the date o...
Section 7A prospectus shall not contain the name of any person as a trustee for debenture holders or as an auditor or a banker or an advocate of the...
Section 8In addition to paragraph 7, where the prospectus offers shares in or debentures of a foreign company incorporated or to be incorporated, th...
Section 9The matters stated in a prospectus must be within the knowledge of the directors, promoters, principal advisers, auditors, advocates, value...
Section 10Full accountability for the accuracy of all information in the prospectus and the responsibility to ensure that there is no omission of fac...
Section 11For the purposes as to form and content of a prospectus, the company and every person named in the prospectus shall comply with any guideli...
Section 12The number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders of those shares in...
Section 13The number of shares, if any, fixed by the constitution as the qualification of a director, and any provision in the constitution as to the...
Section 14The names, descriptions and addresses of all the directors or proposed directors.
Section 15Where the prospectus relates to shares, particulars as to—
Section 16The nature of the company’s business and the names of all corporations which are by virtue of section 7 deemed to be related to the company.
Section 17The time of the opening of the subscription lists.
Section 18The amount payable on application and allotment on each share or where that amount may vary during the currency of the offer, the basis of...
Section 19The number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an optio...
Section 20The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or p...
Section 21(a) With respect to any property to which this paragraph applies—
Section 22The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which the last preceding paragraph...
Section 23The amount, if any, paid within the two preceding years, or payable, as commission, but not including commission to sub-underwriters, for s...
Section 24The amount or estimated amount of preliminary expenses and the persons by whom any of these expenses have been paid or are payable, and the...
Section 25Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter, and the consideration f...
Section 26The dates of, parties to, and general nature of every material contract, not being a contract entered into in the ordinary course of the bu...
Section 27The names and addresses of the auditors of the corporation.
Section 28Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director and of every expert in the promoti...
Section 29Where the prospectus relates to shares, if the share capital of the corporation is divided into different classes of shares, the right of v...
Section 30In the case of a corporation which has been carrying on business, or of a business which has been carried on, for less than three years, th...
Section 31Where the prospectus relates to invitation to the public to deposit money or lend money to a corporation, the prospectus shall include—
Section 32The prospectus shall set out the reports of the approved company auditor named in the prospectus, the directors or proposed directors of th...
Section 1Shares of RM fully paid
Section 2Shares upon which RM per share credited as paid
Section 3Debentures RM
Section 4Consideration: The consideration for the issue or intended issue of those shares and debentures Number, description and amount of any share...
Section 1Shares of RM and debentures
Section 2Until
Section 3RM
Section 4Consideration: Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the...
Section 5Names and addresses
Section 1Where it is proposed to acquire a business, a report by an approved company auditor, who shall be named in the statement, with respect to—
Section 2(1) Where it is proposed to acquire shares in a corporation which by reason of the acquisition or anything to be done in consequence of the...
Section 1In this Schedule, the expression “vendor” includes any person who is a vendor for the purposes of the First Schedule.
Section 2If in the case of a business which has been carried on, or of a corporation, which has been carrying on business, for less than five years,...
Section 3Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits...
Section 1The directors may elect one of their numbers as chairperson of the Board and determine the period for which he is to hold office.
Section 2If no chairperson is elected, or if at any meeting of the Board the chairperson is not present within fifteen minutes after the time appoin...
Section 3A director or, if requested by a director to do so, a secretary, may convene a meeting of the Board by giving notice in accordance with par...
Section 4A notice of a meeting of the Board shall be sent to every director who is in Malaysia, and the notice shall include the date, time and plac...
Section 5An irregularity in the notice of a meeting is waived if all directors entitled to receive notice of the meeting attend the meeting without...
Section 6A meeting of the Board may be held either—
Section 7A quorum for a meeting of the Board shall be fixed by the Board and if not so fixed shall be a majority of the directors.
Section 8No business may be transacted at a meeting of the Board if a quorum is not present. Voting
Section 9Every director has one vote.
Section 10The chairperson shall have a casting vote.
Section 11A resolution of the Board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it ar...
Section 12A director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unles...
Section 13The Board shall ensure that the minutes of all proceedings at meetings of the Board are kept. Resolution passed at adjourned meetings
Section 14Where a resolution is passed at an adjourned meeting of the Board, the resolution shall, for all purposes, be treated as having been passed...
Section 15A resolution in writing, signed or assented to by all directors then entitled to receive notice of meeting of the Board, is as valid and ef...
Section 16Any such resolution may consist of several documents, including facsimile or other similar means of communication, in similar form and each...
Section 17A copy of any such resolution shall be entered in the minute book of Board proceedings. Other proceedings
Section 18Except as provided in this Schedule, the Board may regulate its own proceedings. Committees of the Board
Section 19The Board may delegate any of its powers to committees consisting of such member or members of its body as the Board thinks fit and any com...
Section 20A committee may elect a chairperson of its meetings and may determine its own proceedings.
Section 21Any questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in the case of a...
Section 22The Board may, from time to time, appoint one or more of its body to the office of managing director for such period and on such terms as t...
Section 23A director appointed to the office of managing director shall not, while holding that office, be subject to retirement by rotation or be ta...
Section 24A managing director shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration, whether by...
Section 25The Board may entrust to and confer upon a managing director any of the powers exercisable by the Board upon such terms and conditions and...
Section 26The Board may, from time to time, appoint any person to be an associate director and may from time to time revoke any such appointment.
Section 27The Board may fix, determine and vary the powers, duties and remuneration of any person so appointed, but a person so appointed shall not h...
Section 1Malaysian Institute of Chartered Secretaries and Administrators
Section 2Malaysian Institute of Accountants
Section 3Malaysian Bar
Section 4Malaysian Association of Company Secretaries
Section 5Malaysian Institute of Certified Public Accountants
Section 6Sabah Law Society
Section 7Advocates Association of Sarawak
Section 1Each report to which section 252 relates, shall state the following details:
Section 2The report shall state, in respect of the directors or past directors of the company, the amount of—
Section 3The directors of a company shall state in the report whether he has, since the end of the previous financial year, received or become entit...
Section 4Where at the end of a financial year a company is the subsidiary of another corporation, the directors of the company shall state in, or by...
Section 5Where any option has been granted during the period covered by the profit and loss account to take up unissued shares of a company, the dir...
Section 6The directors’ report shall specify—
Section 7The director’s report shall specify clearly either in the profit and loss account of the holding company or consolidated profit and loss ac...
Section 8If the auditor’s report on the accounts of a subsidiary company is qualified in any way, the consolidated balance sheet of the holding comp...
Section 9The auditor’s report shall be shown under separate headings in the balance sheet of every subsidiary company the extent of its holding of s...
Section 10The total amount paid to or receivable by the auditors as remuneration for their services as auditors, inclusive of all fees, percentages o...
Section 1Each report prepared under section 252 may include a business review.
Section 2The business review may, to the extent necessary for an understanding of the development, performance or position of the company’s business...
Section 3If the review does not contain any of the information mentioned in subparagraphs 2(a), (b), (c) and (d), it shall state which of the inform...
Section 4The review may, where appropriate, include references to, and additional explanations of, amounts included in the company’s financial state...
Section 5In relation to a group directors’ report, this Part has effect as if the references to the company include references to its subsidiary inc...
Section 6Nothing in this Part requires the disclosure of information about impending developments or matters in the course of negotiation if the dis...
Section 7Nothing in subparagraph 2(e) requires the disclosure of information about a person if the disclosure would, in the opinion of the directors...
Section 8For the purposes of this Part, “key performance indicators” means factors by reference to which the development, performance or position of...
Section 1Subject to the provisions of this Schedule, a receiver or receiver and manager of the property of a company has the powers to do all things...
Section 2Without limiting the generality of paragraph 1, but subject to any provision of the Court order by which, or the instrument under which, th...
Section 3The conferring by this Schedule on a receiver or receiver and manager of powers in relation to the property of the company does not affect...
Section 4In this Schedule, a reference, in relation to a receiver or receiver and manager, to property of a company is, unless the context otherwise...
Section 1During a moratorium, a nominee shall monitor the company’s affairs for the purpose of forming an opinion as to whether—
Section 2The nominee may request from the directors or Official Receiver and the directors or Official Receiver shall submit to the nominee, any inf...
Section 3The nominee is entitled to rely on information submitted to him under paragraph 2 in forming his opinion on matters required under paragrap...
Section 4The reference in subparagraph 1(b) to the company’s business is to that business as the company proposes to carry on during the moratorium.
Section 5The nominee shall withdraw his consent to act if, at any time during a moratorium—
Section 1A company is eligible for a moratorium for corporate voluntary arrangement proposed by directors if—
Section 2A company is eligible for a moratorium for corporate voluntary arrangement proposed by judicial manager or liquidator if—
Section 3A moratorium shall remain in force for a period of twenty-eight days from the time it commences under paragraphs 1 and 2 but a meeting summ...
Section 4At any meeting where it is proposed to extend the moratorium, before a decision is taken with respect to that proposal, the nominee shall i...
Section 5A moratorium shall end at the end of the day of the meeting summoned under section 399, unless it is extended under paragraph 3.
Section 6If a moratorium is extended under paragraph 3, it shall end at the end of the day to which it is extended.
Section 7If no meeting under paragraph 4 is summoned by the nominee within the period of twenty-eight days as required under paragraph 3, the morato...
Section 8A moratorium shall come to an end if a nominee withdraws his consent to act under the Seventh Schedule. Companies 609 Notification of comme...
Section 9The directors of a company or Official Receiver shall, within seven days after the commencement of a moratorium, notify the nominee of the...
Section 10After being notified under paragraph 9, the nominee shall, within seven days of the commencement of the moratorium period—
Section 11For the purposes of this Schedule, “petitioning creditor” means a creditor by whom a winding up petition has been presented before the comm...
Section 12A nominee shall, within seven days after a moratorium comes to an end—
Section 13A meeting summoned under paragraph 4 to resolve that the period of moratorium be extended may, with the consent of the nominee, establish a...
Section 14The meeting under paragraph 13 shall approve an estimate of the expenses to be incurred by the committee in the exercise of the proposed fu...
Section 15Any expenses not exceeding the amount of the approved estimate under paragraph 14 incurred by the committee in the exercise of its function...
Section 16The committee shall cease to exist when the moratorium comes to an end. Effects of moratorium
Section 17During the period for which a moratorium is in force—
Section 18At a time when a moratorium is in force in relation to a company, the nominee’s name and a statement that a moratorium is in force for the...
Section 1The liquidator may, and shall if requested by any creditor or contributory, summon separate meetings of the creditors and contributories fo...
Section 2If there is a difference between the determination of the meetings of the creditors and contributories, the Court shall decide the differen...
Section 3The creditors at the meeting summoned under section 447 or 449 or at any subsequent meeting may, if the creditors think fit, appoint a comm...
Section 4Notwithstanding paragraph 3, the creditors may, if the creditors think fit, resolve that all or any of the persons appointed by the company...
Section 5The committee of inspection shall consist of creditors or contributories of the company or persons holding—
Section 6The committee shall meet at such times and places as the committee from time to time appoint, and the liquidator or any member of the commi...
Section 7The committee may act by a majority of the members present at a meeting, but shall not act unless a majority of the committee is present. R...
Section 8A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.
Section 9A member of the committee may be removed by an ordinary resolution at a meeting of creditors, if he represents creditors, or of contributor...
Section 10If a member of the committee becomes bankrupt or assigns his estate for the benefit of his creditors or makes an arrangement with his credi...
Section 11A vacancy in the committee shall be filled through an appointment by the committee of the same or another creditor or contributory or perso...
Section 12The liquidator, may at any time of his own motion and shall, within seven days from a request in writing of a creditor or contributory, sum...
Section 13Notwithstanding any vacancy in the committee, the continuing members may act if there are at least two continuing members. ELEVENTH SCHEDUL...
Section 1The liquidator may in the case of a members’ voluntary winding up, with the approval of a special resolution of the company and, in the cas...
Section 2The liquidator may exercise any of the other powers by this Act given to the liquidator in a winding up by the Court.
Section 3The liquidator may exercise the power of the Court under this Act of settling a list of contributories, and the list of contributories shal...
Section 4The liquidator may exercise the power of the Court of making calls or summon general meetings of the company for the purpose of obtaining t...
Section 5The liquidator may pay the debts of the company and adjust the rights of the contributories among themselves.
Section 6When several liquidators are appointed, any power given by this Act may be exercised by one or more of the liquidators as is determined at...
Section 1The liquidator may, with the authority either of the Court or of the committee of inspection—
Section 2The liquidator may apply to the Court or the committee of inspection for the authority given for the purpose of subparagraph 1(e) without a...