Malaysia legislation

Section 26

of LANGKAWI INTERNATIONAL YACHTING COMPANIES ACT 2005

Section 26

Ultra vires transactions

(1)

No act or purported act of a Langkawi company (including the entering into of an agreement by the company and including any act done on behalf of the company by an officer or agent of the company under any purported authority, whether express or implied, of the company) and no conveyance or transfer of property, whether real or personal, to or by a Langkawi company shall be invalid by reason only of the fact that the company was without capacity or power to do the act or purported act or to execute or take the conveyance or transfer.

(2)

Any such lack of capacity or power may be asserted or relied upon only in—

(a)

any proceedings against the Langkawi company by any member of the company or, where the company has issued debentures secured by a floating charge over all or any of the company’s property, by the holder of any of those debentures, or by a trustee for the holders of those debentures, to restrain the doing of any act or the conveyance or transfer of any property to or by the company;

(b)

any proceedings by the company or by any member of the company against the present or former officers of the company; or

(c)

any petition by the Minister to wind up the company.

(3)

If the unauthorized act, conveyance or transfer sought to be restrained in any proceedings under paragraph (2)(a) is being or is to be performed or made pursuant to any contract to which the Langkawi company is a party, the Court may, if all the parties to the contract are parties to the proceedings and if the

Court deems it to be just and equitable, set aside and restrain the performance of the contract and may allow to the company or to the other parties to the contract, as the case requires, compensation for the loss or damage sustained by either of them which may

Act 643

result from the setting aside and restraining of the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the Court as a loss or damage sustained.

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