Section 46 — AKTA SYARIKAT LABUAN 1990

(2)

In relation to a share issued by a Labuan company before the effective date—

(a)

the amount paid on the share shall be the sum of all amounts paid to the Labuan company at any time for the share (but not including any premium); and

(b)

the amount unpaid on the share shall be the difference between the price of issue of the share (but not including any premium) and the amount paid on the share.

(3)

Any amount standing to the credit of a Labuan company’s share premium account and any amount standing to the credit of a

Labuan company’s capital redemption reserve before the effective date shall become part of the company’s share capital.

(4)

Notwithstanding subsection (3), a Labuan company may use the amount standing to the credit of its share premium account to—

(a)

provide for the premium payable on redemption of debentures or redeemable preference shares issued before the effective date;

(b)

write off —

(i)

the preliminary expenses of the Labuan company incurred before the effective date; or

(ii)

any expenses incurred, or commissions or brokerages paid, or discounts allowed, on or before the effective date, for or on any duty, fee or tax payable on or in connection with any issue of shares of the company;

(c)

pay up, pursuant to an agreement made before the effective date, shares which were unissued before that date and which are to be issued on or after that date to the members of the

Labuan company as fully paid bonus shares;

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(d)

pay up in whole or in part the balance unpaid on shares issued before that date to the members of the Labuan company; or

(e)

pay dividends declared before the effective date, if such dividends are satisfied by the issue of shares to members of the Labuan company.

(5)

Notwithstanding subsection (3), if the Labuan company carries on an insurance business or a takaful business in Labuan, it may also apply the amount standing to the credit of its share premium account immediately before the effective date by appropriation or transfer to any fund established and maintained pursuant to the Labuan Financial

Services and Securities Act 2010 or the Labuan Islamic Financial

Services and Securities Act 2010, as the case may be.

(6)

Notwithstanding subsection (2), the liability of a shareholder for calls in respect of money unpaid on shares issued before the effective date (whether on account of the par value of the shares or by way of premium) shall not be affected by the shares ceasing to have a par value.

(7)

A Labuan company may at any time before —

(a)

the date it is required under section 109 to lodge its first annual return after the effective date; or

(b)

the expiry of six months from the effective date, whichever is the earlier, or within such longer period as may be allowed by the Authority, lodge with the Authority a notice of its share capital in the prescribed form.

(8)

Unless a Labuan company has lodged a notice of its share capital under subsection (7), the Authority may, for the purposes of the records maintained by the Authority, adopt, as the share capital of the Labuan company, the aggregate nominal value of the shares issued by the Labuan company as that value appears in the

Authority’s records immediately before the effective date.

58 Laws of Malaysia ACT 441

(9)

For the purposes of this section—

(a)

“effective date” means the date of commencement of the

Offshore Companies (Amendment) Act 2010 [Act A1367];

(b)

in relation to a contract (including the memorandum and articles of the company) entered into, or a trust deed or other document executed before the effective date—

(i)

a reference to the par or nominal value of a share, shall be a reference to—

(A)

if the share is issued before the effective date, the par or nominal value of the share immediately before the effective date;

(B)

if the share is issued on or after the effective date but shares of the same class were on issue immediately before the effective date, the par or nominal value that the share would have had if it had been issued then; or

(C)

if the share is issued on or after the effective date and shares of the same class were not on issue immediately before the effective date, the par or nominal value determined by the directors;

(ii)

a reference to any share premium shall be taken to be a reference to any residual share capital in relation to the share;

(iii)

a reference to a right to a return of capital on a share shall be taken to be a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and

(iv)

a reference to the aggregate par or nominal value of the Labuan company’s issued share capital shall be

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taken to be a reference to that aggregate as it existed immediately before the effective date as—

(A)

increased to take account of the par or nominal value as referred to in subparagraph (i) of any shares issued on or after the effective date; and

(B)

reduced to take account of the par or nominal value as referred to in subparagraph (i) of any shares cancelled on or after the effective date.

Prohibition to issue bearer share or bearer share warrants