Banking and Financial Institutions Act 1989 · As enacted · Part VIII · Ownership, Control and Management of Licensed Institutions
Section 49
Official textFrom Laws of Malaysia Online, unchanged
No person shall enter into an agreement or arrangement—
person
"person" includes an individual, any corporation, statutory body, local authority, society, trade union, co-operative society, partnership and any other body, organization, association or group of persons, whether corporate or unincorporate;
which will result in a change in the control of a licensed institution or its holding company;
licensed institution
"licensed institution" means any institution licensed or deemed to be licensed under section 6 (4);
for the sale, disposal, or transfer howsoever, of the whole or any part of the business of a licensed institution;
for the amalgamation or merger of a licensed institution with any other person; or
for the reconstruction of a licensed institution unless—
the proposed agreement or arrangement is in writing; and
agreement
"agreement" means an agreement whether formal or informal, oral or written, express or implied;
all the parties thereto have first made an application in writing to the Minister for his approval of such agreement or arrangement and have obtained the Minister's approval thereto.
Minister
"Minister" means the Minister for the time being charged with the responsibility for finance;
An application under subsection (1) shall be made by submitting it to the Bank together with a copy of the proposed agreement or arrangement and all other information and documents as may be related, directly or indirectly, to the agreement or arrangement or relevant to its consideration.
At any time after receiving an application and before it is determined by the Minister, the Bank may, by written notice, require the applicants or any of them, or any person who is a director, controller or manager of any of the applicants, to provide any additional information or documents.
director
"director" includes any person who occupies the position of a director, by whatever name called and, in particular, without prejudice to the foregoing, in the case of— (a) a corporation, has the meaning assigned thereto by the Companies Act 1965; (b) a co-operative society, means a member of the board, or other governing body howsoever called, of the co-operative society; (c) a statutory body, means a member of the board, committee, council or other governing body, howsoever called, of the statutory body; (d) a partnership, means a partner; (e) a sole proprietorship, means the sole proprietor; and (f) any other body, association or group of persons, whether corporate or unincorporate, means any person having the direction and control of the management of its affairs or business;
Where any additional information or document required under subsection (3) is not provided by any person from whom it is required within the time specified in the requirement or any extension thereof granted by the Bank, the application shall be deemed to be withdrawn and shall not be further proceeded with, without prejudice to a fresh application being made by the applicants.
document
"document" includes— (a) any letters, figures, marks, symbols, signals, inscriptions, writing, sign, caricature, picture, drawing, or other representation whatsoever in any form; and (b) any visual recording (whether of still or moving images), any sound recording, or any electronic, magnetic, mechanical or other recording whatsoever, and howsoever made, on any substance, material, thing or article;
The Bank shall, on an application having been duly made in accordance with the foregoing provisions of this section and after being provided with all such information and documents as it may require, consider the application, and make a recommendation to the Minister whether the application shall be approved or refused and as to the modifications, variations or conditions, if any, subject to which it may be approved.
A recommendation to approve an application shall not be made if the Bank is satisfied that it would be contrary to any other provision of this Act to approve the application, or that it would be detrimental to the soundness of the financial structure of Malaysia to do so.
Upon receiving an application and the recommendation of the Bank under this section, the Minister may approve the application with or without any modifications, variations or conditions, or refuse the application.
Where the Minister refuses an application, the Bank shall notify the applicants in writing of the refusal.
An application under—
subsection (1) (b) shall not be recommended by the Bank for approval and shall not be approved by the Minister where the agreement or arrangement would result in the sale, disposal, or transfer howsoever, of any part of the business of the licensed institution to any person which is not a licensed institution, except in relation to a part of the business, being a part which does not require to be licensed under this Act; and
subsection (1) (c) shall not be recommended by the Bank for approval and shall not be approved by the Minister except in the case of an amalgamation or merger with another licensed institution.
...
In this section, "business" has the meaning assigned to it in section 50 (8).
Terms defined in s 2
agreement
Defined · s 2"agreement" means an agreement whether formal or informal, oral or written, express or implied;
arrangement
Defined · s 2"arrangement" means an arrangement whether formal or informal, oral or written, express or implied;
controller
Defined · s 2"controller", in relation to an institution, means a person who— (a) has an interest in more than fifty per centum of the shares of the institution; (b) has the power to appoint or cause to be appointed a majority of the directors of the institution; or (c) has the power to make or cause to be made, decisions in respect of the business or administration of the institution, and to give effect to such decisions or cause them to be given effect to, and the word "control" shall be construed accordingly;
director
Defined · s 2"director" includes any person who occupies the position of a director, by whatever name called and, in particular, without prejudice to the foregoing, in the case of— (a) a corporation, has the meaning assigned thereto by the Companies Act 1965; (b) a co-operative society, means a member of the board, or other governing body howsoever called, of the co-operative society; (c) a statutory body, means a member of the board, committee, council or other governing body, howsoever called, of the statutory body; (d) a partnership, means a partner; (e) a sole proprietorship, means the sole proprietor; and (f) any other body, association or group of persons, whether corporate or unincorporate, means any person having the direction and control of the management of its affairs or business;
document
Defined · s 2"document" includes— (a) any letters, figures, marks, symbols, signals, inscriptions, writing, sign, caricature, picture, drawing, or other representation whatsoever in any form; and (b) any visual recording (whether of still or moving images), any sound recording, or any electronic, magnetic, mechanical or other recording whatsoever, and howsoever made, on any substance, material, thing or article;
holding company
Defined · s 2"holding company" has the meaning assigned to it under section 5 of the Companies Act 1965;
licensed institution
Defined · s 2"licensed institution" means any institution licensed or deemed to be licensed under section 6 (4);
manager
Defined · s 2"manager", in relation to an institution, means an officer of the institution by whatever name called, responsible for an office of the institution, or for a department or a division of such institution or of its office;
Minister
Defined · s 2"Minister" means the Minister for the time being charged with the responsibility for finance;
person
Defined · s 2"person" includes an individual, any corporation, statutory body, local authority, society, trade union, co-operative society, partnership and any other body, organization, association or group of persons, whether corporate or unincorporate;
related
Defined · s 2"related", in relation to a corporation, means related within the meaning of section 6 of the Companies Act 1965;
Part IX
Restrictions on Business of Licensed Institutions
Part X
Powers of Supervision and Control Over Licensed Institutions
Part XI
Investigation, Search and Seizure
Part XII
Application of Parts X and XI to Non-Scheduled Institutions Engaged in Provision of Finance
Part XIII
Information and Secrecy
Part XIV
Offences
Part XV