Labuan Financial Services and Securities Act 2010 · Updated to 15 Oct 2022 · Part II · Securities
19. Power to issue debentures
Feedback & supportSubject to this Division and to the terms and conditions of its memorandum and articles, a Labuan company shall have the power to issue debentures on such terms and conditions as it thinks fit and in particular, but without limiting the generality of the foregoing, may issue debentures—
Labuan company
“Labuan company” has the meaning assigned to it in the Labuan Companies Act 1990;
constituting a charge on any or all of the assets of the company;
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convertible from debentures into shares in the company;
or
as secured debentures.
The debt payable under any debenture, whether sealed or signed on behalf of the company, shall be a specialty debt of the company, and where the debenture is issued by a branch of a company, shall be located at that branch.
debenture
“debenture” includes debenture stocks, bonds, notes and any other evidence of indebtedness of a corporation for borrowed monies, whether or not constituting a charge on the assets of the corporation, but shall not be construed as applying to any of the following: (a) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray the consideration payable under, a contract for sale or supply of goods, property or services or any contract of hire in the ordinary course of business; (b) a cheque, banker’s draft or any other bill of exchange or a letter of credit; (c) a banknote, guarantee or an insurance policy; (d) a statement, passbook or other document showing any balance in a current, deposit or savings account; (e) any agreement for a loan where the lender and borrower are signatories to the agreement and where the lending of money is in the ordinary course of business of the lender, and any promissory note issued under the terms of such an agreement; (f) any instrument or product or class of instruments or products as the Authority may prescribe;
The Minister may make regulations—
Minister
“Minister” means the Minister charged with the responsibility for finance;
restricting the right of a Labuan company or any particular class of Labuan companies to issue debentures which may be converted into shares; and
prescribing the terms and conditions or the event or events upon which conversion shall or may take place.