Malaysia legislation
Section 87
Section 87
(2)
**A resident director of a Labuan company under subsection
(1)
shall be—
(a)
a trust officer of a Labuan trust company approved by the
Authority under the Labuan Financial Services and
Securities Act 2010 made available by the Labuan trust company to be appointed as resident director; or
(b)
any natural person who has attained the age of eighteen, who is otherwise of full legal capacity, fulfills such criteria or requirement as may be determined by the Authority and has consented in writing to be appointed as resident director.
(3)
Any casual vacancy in directors may, so far as the articles of a
Labuan company do not otherwise provide, be filled by a person appointed by the continuing director or directors or, if there is no continuing director, by the Authority on application made by a member of the company.
(4)
Subject to any contrary provision in the articles of a Labuan company, a director of a Labuan company may be a corporation and such corporation may act by itself or through a nominee appointed in
*NOTE—Previously “Ten”—see subsection 30(c) of the Labuan Companies (Amendment) Act 2022
**NOTE—see subsection 61(1) of the Labuan Companies (Amendment) Act 2022 [Act A1653].
94 Laws of Malaysia ACT 441
writing and may be appointed or may act as a director of more than one company.
(5)
A trust officer or a natural person appointed as resident director pursuant to paragraph (2)(a) or (2)(b), as the case may be, may retire or resign subject to the terms of the agreement between the
Labuan trust company and the Labuan company of which he was appointed as resident director.
(5A)
(Deleted by Act A1653).
(6)
A resident director of a Labuan company shall be entitled to vote upon the resolution of the board of directors without disclosing his interests as a director of any other Labuan company.
(7)
Notice received by a resident director of a Labuan company shall not be deemed to be notice to that company unless it is given to the resident director specifically as notice to that company.
(8)
A director of a Labuan company shall not disclose to any person, or use for any purpose, any information obtained by reason of his office except in accordance with his duty as a director of the company and so far as he may be compelled by law so to do, but a director may disclose to an appropriate public officer in Malaysia, or otherwise use within Malaysia, any information within his knowledge which he honestly believes suggests that a fraud is being or is likely to be practised by the company or by any of its members or directors or upon the company or any of its members.
(9)
A director of a Labuan company who, in contravention of subsection (8), discloses to any person, or uses for any purpose, any information obtained by reason of his office commits an offence under this Act.
Penalty: Three million ringgit or imprisonment for a term not exceeding five years or both.
(10)
The fees payable for the appointment as resident director shall be paid—
Labuan Companies 95
(a)
in the case of the trust officer appointed as resident director of Labuan company pursuant to paragraph 2(a), to the
Labuan trust company which made him available for the appointment; and
(b)
in the case of the natural person appointed as resident director of Labuan company pursuant to paragraph 2(b), directly to the person.
(11)
Notwithstanding any other provision of this Act or the regulations to the contrary, and unless otherwise provided in the articles of a Labuan company, a resident director of a Labuan company shall not be liable to any penalty provided for under this
Act for any damage caused to or suffered by any person, howsoever arising, otherwise than by reason of his wilful misconduct, wilful default or wilful neglect.
Consent to act as director