*REGISTRATION OF BUSINESSES ACT 1956

This Act shall apply to Peninsular Malaysia only.

Interpretation

any person who is in law the owner or a joint owner or part owner of any business;

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every person who is a partner in any business which is the property of a partnership;

when the business is the property of what in any system of law prevailing in India is known as a Joint Hindu Family, every member of such Joint Hindu Family having an interest in such property other than a mere right to maintenance; and

when the business is legally vested in, or is under the control of any executor, administrator or trustee, every such executor, administrator or trustee;

“business” includes every form of trade, commerce, craftsmanship, calling, profession, or other activity carried on for the purposes of gain, but does not include any office or employment or any charitable undertaking or any occupation specified in the Schedule;

“certificate of registration” means a certificate issued in accordance with section 5;

“Collector” means the Collector of Estate Duty appointed under the *Estate

Duty Enactment 1941 [F.M.S. 7 of 1941];

“Commission” means the Companies Commission of Malaysia established by the Companies Commission of Malaysia Act 2001;

“inspector” means a person appointed in writing by the Registrar to be an inspector for the purposes of this Act;

“Minister” means the Minister charged with the responsibility for the registration of businesses;

“person responsible” includes every director, manager, partner, officer, agent or servant at any time charged either solely or to a substantial extent with the management of a business;

*NOTE—The Estate Duty Enactment 1941 [F.M.S 7 of 1941] has since been repealed by the Finance Act 1992

[Act 476].

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“register” means any register kept under or by virtue of this Act or of any rules made thereunder;

“Registrar” means the Registrar designated under subsection 20A(1) of the

Companies Commission of Malaysia Act 2001;

“Peninsular Malaysia” has the meaning assigned thereto in section 3 of the

Interpretation Acts 1948 and 1967 [Act 388] and includes the Federal

Territory.

any business which is exclusively owned and carried on by any company registered under the Companies Act 1965 [Act 125];

any business owned or conducted by the Government or by any public body incorporated by or constituted by or under any written law;

any society registered or exempted under any written law for the time being in force relating to the registration of societies or co-operative societies;

any business consisting solely of the exercise of any profession which under the provisions of any written law can be exercised only by those who possess certain qualifications prescribed by such written law and whose names are registered or otherwise recorded in manner prescribed by any written law.

 NOTE— The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777] w.e.f.

31 January 2017.

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Registration

An application under subsection (1) shall be made in the prescribed form and shall state—

Upon receipt of an application together with the information required under subsection (1) and upon payment of the prescribed fee, the Registrar shall register the business for a period which shall not exceed five years and issue a certificate of registration for the business in accordance with the other provisions of this Act and the rules made under this Act.

The Registrar shall, on payment of the prescribed fee, issue a certificate of registration for each branch of the business so registered.

The certificate of registration issued for any branch shall be valid for a period concurrent with the period of registration of the principal business or for any remaining period of such registration.

Registration of Business 9

Unless renewed by the Registrar, the registration of a business shall expire on the date stated in the certificate of registration or upon the termination of the business.

For the purpose of this section, rules made under this Act may provide for the exemption from registration or for registration in a special form or manner of any associate of a business who has not attained such age as may be prescribed.

The registration of a business under this Act shall not be deemed to imply that the requirements of any law in relation to such business or to persons carrying on such business or employed in such business have been complied with.

Renewal of registration

Subject to subsection (3), upon receipt of an application for the renewal of the registration of a business and upon payment of the prescribed fee, the

Registrar shall renew the registration of the business for a period which shall not exceed five years at each renewal.

For the purpose of renewing the registration of any business, the

Registrar may require additional information or documents and the Registrar may refuse to renew the registration if the applicant does not furnish the information or documents required.

If the Registrar refuses to renew any registration under subsection (3)

the Registrar shall notify the applicant in writing of the decision.

The new expiry date shall be stated in the certificate of registration.

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Changes in registered particulars

Upon receipt of the particulars of the change and upon payment of the prescribed fee, the Registrar shall make the necessary amendments to the register.

In the case of a change in—

Where a business has been registered, the Registrar shall revoke its registration if the Registrar is satisfied that the business is being used for unlawful purposes or any purpose prejudicial to or incompatible with the security of the Federation, public order or morality.

Registration of Business 11

Termination of business

Where a business terminates upon the death of an associate of the business and there is no surviving associate of the business or person responsible for the business, the personal representative or the next-of-kin of the deceased associate shall within four months from the date of such death notify the Registrar in the prescribed form of such termination.

Upon receipt of the notice under subsection (1) or (2), the Registrar shall revoke the registration and cancel the certificate of registration.

Removal of registered business from register

After the expiry of the period of thirty days provided for in subsection

, if the Registrar receives a reply from such person or persons to the effect that such person or persons are not carrying on such business, or the Registrar does not receive any reply to the notice, the Registrar shall revoke the registration of the business and cancel the certificate of registration.

The Registrar shall publish in the Gazette such particulars as the

Registrar thinks fit of any person the registration of whose business has been revoked under this section.

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Certificate of registration is conclusive evidence

On the death of any person who, at the time of death, was recorded in a register as an associate of a business, the executors or administrators of such person and any person accountable for estate duty payable on the death of such person shall, for the purpose of any written law relating to estate duty, be prevented and estopped from denying that such deceased person was an associate of such business or that any other particular registered in respect of such business is true, unless such executors, administrators or person accountable shall first have obtained, in proceedings instituted by way of petition in the High Court to which the Collector is joined as a party, a declaration (which the High Court is hereby empowered to make) declaring that such registration was effected through a bona fide mistake, or without the knowledge of such deceased person and in fraud of him, and declaring the facts and circumstances regarding the association or non-association of such deceased person with such business.

The Collector may, for the purpose of computing or of collecting estate duty, at his discretion, either accept any registered particulars as being correct or seek to establish any fact inconsistent with any such particulars:

Provided that the Collector shall not be permitted to establish any fact contrary to any such declaration by the High Court as aforesaid.

Registration of Business 13

A certificate of registration or a certified copy of any entry in the register in respect of any business shall be prima facie evidence of the truth of the facts stated therein; but, subject to the provisions of this Act, the admission of such evidence shall not prevent any party to a proceeding from proving, that some person who is not registered as such is nevertheless an associate of a business.

Rectification of register

such person may apply to the High Court for relief against the disability imposed by this section and such court, on being satisfied that the default was accidental or due to inadvertence or to fraud on such person or to some other sufficient cause or that on other grounds it is just and equitable to grant relief, may grant such relief, either generally or in relation to any particular contract, as to the court may seem just, on condition that the costs of the application be paid by such

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person (unless the court otherwise orders) and on such other conditions, if any, as the court may impose; but such relief shall not be granted except on such service and such publication of notice of the application as the court may order, nor shall relief be given in respect of any contract if any party to the contract proves to the satisfaction of the court that, if this Act had been complied with, such party would not have entered into the contract;

if any suit or proceeding shall be commenced by any other party against such person to enforce the rights of such party in respect of any such contract, nothing in this section contained shall preclude such person from enforcing in that suit or proceeding, by way of counter-claim, set-off or otherwise, such rights as he may have against that party in respect of such contract.

Nothing in this section shall prejudice the rights of any other parties as against such person in respect of any contract.

In any application made under proviso (a) to subsection (1) the applicant may ask for rectification of the register and the court may order accordingly.

The Minister’s decision on an appeal under subsection (1) shall be final.

Display of certificate of registration

being a person required to register his business under this Act carries on that business without registering the business;

continues to carry on any business after the period of registration has expired;

without lawful excuse fails to comply with any summons or requirement of the Registrar under section 10;

makes any statement or furnishes any information to the Registrar under the provisions of this Act or of rules made thereunder whether such statement is verbal or in writing, which is false in any material particular or by reason of the omission of any material particular and which he either knows or has reason to believe is false; or

resists or obstructs the Registrar, any inspector or any other officer of the Commission or any public officer in the performance of his duties under this Act, commits an offence and shall on conviction be liable to a fine not exceeding

*fifty thousand ringgit or to imprisonment for a term not exceeding two years or to both.

*NOTE—Previously one thousand ringgit and imprisonment not exceeding six months–see Act 4 of 1967.

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Any person who, being a person responsible, permits any business to be carried on at any premises where a certificate or registration ought to be displayed under the provisions of section 11A without such certificate being so displayed, commits an offence and shall on conviction be liable to a fine of

**two thousand ringgit or to imprisonment for a term not exceeding six months or to both.

General penalty

Without prejudice to the generality of the powers conferred by subsection (1) such rules may prescribe—

**NOTE—Previously two hundred ringgit.

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Whenever any agent or servant in the course of his employment does or omits to do any act the doing of which or omission to do which by his principal or employer would be an offence such agent or servant shall be guilty of that offence.

Any person who would have been guilty of an offence if anything had been done or omitted by him personally shall be guilty of such offence and liable to the same penalty if such thing had been done or omitted to be done by his partner, agent or servant in the course of the partnership business or in the course of his employment, as the case may be, unless he proves to the satisfaction of the court that the offence was committed without his knowledge or consent and that he took all reasonable precautions to prevent the doing or omission to do such thing.

The provisions of this section shall be in addition to and not in derogation from any other provisions of this Act.

Government, Commission, etc., not liable to suit

Notwithstanding anything to the contrary in any written law the

Government shall not be under any liability or be liable to be sued in respect of any of the matters referred to in subsection (1).

Service of notice, etc.

Any copy or extract if duly certified under the hand of the Registrar to be a true copy or extract under subsection (1) shall be admissible as prima facie evidence in any proceedings without proof being given that the certificate was signed by the Registrar.

Powers of the House of Representatives

A person who intends to use the service provided under subsection (1)

shall become a subscriber to the service by paying the prescribed fee and by complying with such terms and conditions as may be determined by the

Registrar.

Only a subscriber to the service provided under subsection (1) may electronically file or lodge documents with the Registrar.

A document electronically filed or lodged under this section shall be deemed to have satisfied the requirement for filing or lodgement if the document is communicated or transmitted to the Registrar in such manner as may be prescribed by rules or approved by the Registrar.

The Registrar may, by order published in the Gazette, prescribe the documents that may be electronically filed or lodged.

A document that is required to be stamped, signed or sealed shall, if it is to be electronically filed or lodged, be certified or authenticated in such manner as may be prescribed by rules or approved by the Registrar.

A copy or an extract from any document electronically filed or lodged with the Registrar under subsection (1) supplied or issued by the Registrar and certified under the hand of the Registrar to be a true copy of or extract from such document shall be admissible in evidence in any proceedings as of equal validity as the original document.

Where a document is electronically filed or lodged with the Registrar, the Registrar or the Registrar’s authorized agents shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however arising appearing in any document obtained by any person under the service referred to in subsection (1) if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Registrar or of the Registrar’s authorized agents or occured

Registration of Business 21

or arose as a result of any defect or breakdown in the service or in the equipment used for the provision of the service.

Repeal