Section 16 — AKTA SYARIKAT LABUAN 1990

(2)

Upon application under subsection (1), supported by such material as it considers adequate and satisfactory, the Authority may, if it is satisfied that the consent of such number or proportion of the shareholders, debenture-holders and creditors of the foreign company as may be required by the laws of that country or jurisdiction, and the consent of the proper officer of that country or jurisdiction, to such registration has been obtained by the company, register such company as being so continued and, if so registered, the company

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shall be deemed thereafter to be a Labuan company incorporated under this Act and domiciled in Labuan:

Provided that no foreign company may be registered under this section if—

(a)

it is in the process of winding up or liquidation;

(b)

a receiver of its property has been appointed; or

(c)

there is any scheme or order in force in relation thereto whereby the rights of creditors are suspended or restricted.

(3)

The registration of a foreign company under this section shall not operate —

(a)

to create a new legal entity;

(b)

to prejudice or affect the continuity of the company;

(c)

to affect the property of the company;

(d)

to render defective any legal or other proceedings instituted, or to be instituted, by or against the company or any other person; or

(e)

to affect any rights, powers, authorities, duties, functions, liabilities or obligations of the company or any other person.

(4)

Upon the registration of a foreign company under this section—

(a)

so much of its constitution as would, if it had been incorporated under this Act, have been required by this Act to be included in its memorandum of association, shall be deemed to be the memorandum of association of the company; and

42 Laws of Malaysia ACT 441

(b)

so much of its constitution as does not, by virtue of paragraph (a), comprise its memorandum of association, shall be deemed to be the articles of association of the company, and such deemed memorandum and articles shall be binding on the company and its members accordingly.

Prior approval in principle