(3) I n the case of a company having a share capital, every person whose name is stated in the application for incorporation becomes the shareholder as specified in the application. (3) Every person making or permitting any disposition of property to any liquidator shall be protected and indemnified notwithstanding any defect or irregularity affecting the validity of the winding up or the appointment of the liquidator not then known to such person. (9) Any unclaimed moneys paid to the credit of the Companies Liquidation Account to the extent to which the said moneys have not been paid out of the Account under this section shall, on the lapse of six years from the date of the payment of the moneys to the credit of the Account, be paid into the Consolidated Fund. (2) The Court may refuse the nomination of the applicant under subsection (1) and may appoint another person who is an insolvency practitioner as the judicial manager. When a company becomes dormant, and directors do not wish to continue incurring costs for its upkeep, striking off can be fast, straightforward and cost-effective. (d) all matters and things required or authorized by this Act to be prescribed or provided, for the carrying out of, or giving full effect to, the provisions of this Act. (c) the Registrar is of the opinion that the prospectus contains any statement or information that is false or misleading or that the prospectus contains any statement or information from which there is a material omission. In this article, we continue our review of the Act by examining the requirements pertaining to the dispensation of annual general meetings and … (3) In the case of any company other than a company to which subsection (2) applies, an undertaking or property shall be considered to be of a substantial value and a portion of the company's undertaking or property shall be considered to be a substantial portion if--. 3. (3) The Registrar shall be notified of any change in the address of the registered office within fourteen days of such change. (a) give relief in respect of the matters complained of; (b) adjourn the hearing conditionally or unconditionally; or. (d) the payment of the interest or returns shall not operate as a reduction of the amount paid-up on the shares in respect of which it is paid. (4) If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by the director is in excess of the price which could at the time have been obtained by other shareholders or any valuable consideration is given to any such director, the excess or the money value of the consideration, as the case may be, shall be deemed to have been a payment made to him by way of compensation for loss of office or as a consideration for or in connection with his retirement from office. (3) Sections 50 to 55 shall apply to a register kept under this section as if the register were the register of members. This provision allows the incorporation of a company with only one member. (6) The Registrar may, without an application being made under subsection (1), rectify the register if, in his view, an entry--, 603. declare the affairs of the company or foreign company to be investigated under this section. (h) within twelve months before the commencement of the winding up or at any time after the commencement, has been convicted of false representation or other fraud for the purpose of obtaining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding up. 105. Minimum Number of Members. 299. (d) make an interim order or any other order that the Court thinks fit. (2) Any person who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or a fine not exceeding three million ringgit or to both. A person who makes or furnishes, or knowingly authorizes or permits the making or furnishing of, any false or misleading statement, information or report to the Registrar relating to--, (b) any matter or thing required by the Registrar for the implementation of this Act; or, Fraudulently inducing persons to invest money, 594. 2(2), 3(1), (with saving in art. Section 180(2) reads: A director or other officer of a corporation who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they: (2) Where the financial year of a holding company that is not a foreign company and that of each of its subsidiaries coincide, the directors of the holding company shall at all times take necessary steps to ensure that the financial year of the holding company or any of its subsidiaries is not altered so that all the financial years do not coincide with the holding company unless the consent of the Registrar is obtained. (2) The applicant shall lodge with the Registrar the office copy of the order within fourteen days from the making of such order under subsection (1). (3) Notwithstanding subsection (2), a corporation is not required to issue a prospectus if--, (a) the corporation is not under a present or future liability to repay any money accepted by the corporation on deposit or loan from more than ten persons; or. (2) A notice of resignation under subsection (1) shall bring the auditor's term of office to an end after twenty-one days from which the notice is given or from the date as may be specified in the notice. 266. (1) Where a person has engaged, is engaging or intends to engage in conduct that constituted, constitutes or would constitute--. (2) If a person who is entitled to vote on a written resolution changes during the course of the day the written resolution is circulated, the eligible members shall be the persons entitled to vote on the resolution at the time that the first copy of the resolution is circulated to a member for the member's agreement. (a) every creditor of the company who, at the date fixed by the Court, is entitled to any debt or claim which would be admissible in proof against the company as if that date were the date of the commencement of the winding up of the company shall be entitled to object to the reduction of the share capital; (b) the Court shall settle a list of creditors who are entitled to object, unless the Court is satisfied on affidavit that there are no such creditors shall ascertain as far as possible without requiring an application from any creditor the names, the nature and the amount of debts or claims of those creditors, and may publish notices fixing a final day on or before which creditors not entered in the list may claim to be so entered; and, (c) where a creditor entered in the list whose debt or claim is not discharged or has not been determined does not consent to the reduction, the Court may dispense with the consent of that creditor on the company securing payment of his debt or claim by appropriating as the Court directs --, (i) if the company admits the full amount of the debt or claim or though not admitting it is willing to provide for it, the full amount of the debt or claim; or. (9) Where any person is convicted of having made an offer in contravention of this section, the Court before which he is convicted may order that any contract made as a result of the offer shall be void and may give such consequential directions as the Court thinks proper for the repayment of any money or the retransfer of any shares. 239. (b) a director who contravenes subsection (3) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by subsection (3) and who fails to do so, commits an offence, and if the requirements of this section are not complied with any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any person who has sold his shares as a result of the offer made. (1) Subject to the constitution or the terms of appointment, a secretary may resign from his office by giving a notice to the Board. 4. (b) the amount payable on application for the shares so subscribed has been received by the company. (6) If the particulars required under subsection (3) are unchanged from the last preceding annual return, the company shall be allowed to lodge a statement signed by a director or a secretary certifying that there is no change in any of the matters stated from previous years. (1) The transfer of any securities or class of securities of a company whose securities or any class of whose securities have been deposited with a central depository shall be by way of book entry by the central depository in accordance with the rules of the central depository and notwithstanding section 105, 106 or 110, such company shall be precluded from registering and effecting any transfer of securities or class of securities which have been deposited for such company. (2) The reference to a member in subsection (1) includes any person who is entitled to a share in consequence of the death or bankruptcy of a member who, but for his death or bankruptcy, would be entitled to receive notice of the meeting and the company has been notified of the person's entitlement in writing. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which the last preceding paragraph applies, specifying the amount, if any, payable for goodwill. (3) In the case of a subsidiary incorporated in a country outside Malaysia, whether it has or has not established a place of business in Malaysia, which country has been declared by the Minister by notification published in the Gazette to be a country to which this section applies, it shall be sufficient if the separate profit and loss account or balance sheet, as the case may require, of the subsidiary is in such form and is so reported upon by auditors and contains such particulars and includes such documents, if any, as the company is required to make out and lay before the company in a general meeting in accordance with the law for the time being applicable to the company in the place where it is incorporated. (e) the assistance is given not more than twelve months after the day on which the solvency statement is made under paragraph (b). (f) such other particulars as the Registrar thinks appropriate. 347. (b) the carrying into effect of the arrangement or transaction has been approved by shareholders at a general meeting. Offences for making groundless or false statements, 121. The Minister may, by notice published in the Gazette --, (a) exempt any company or class of companies from complying with all or any provisions of this Subdivision in relation to any securities of a company or any class of companies to which this Subdivision applies subject to such terms and conditions as he deems fit to impose; and. (1) A director or officer of a company shall not, without the consent or ratification of a general meeting --. (1) A member of a company shall be entitled to appoint another person as his proxy to exercise all or any of his rights to attend, participate, speak and vote at a meeting of members of the company. 179. (1) For the purposes of provisions relating to redemption of preference shares, reduction of share capital and financial assistance, a company satisfies the solvency test in relation to a transaction if--. (1) An interim liquidator other than the Official Receiver shall be entitled to receive the salary or remuneration by way of percentage or otherwise as is determined by the Court. 285. (a) the promotion, formation, membership, control, trading, dealings, business and property of the company; (b) the ownership of shares in, debentures of or participatory interests issued by the company; (c) the ascertainment of the persons who are or have been financially interested in the success or failure or apparent success or failure of the company or are or have been able to control or materially to influence the policy of the company; and. (2) Subsection (1) shall not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered. (a) persons who are or have been officers; (b) persons who have taken part in the formation of the company at any time within one year before the date of the appointment of a receiver or receiver and manager; (c) persons who are in the employment of the company, or have been in the employment of the company within that year, and are in the opinion of the receiver or receiver and manager capable of giving the information required; or. (b) of a listed company and its subsidiaries. (5) The directors of the company shall --, (a) cause a full statement of the company's affairs showing in respect of assets, the method and manner in which the valuation of the assets was arrived at, together with a list of the creditors and the estimated amount of their claims to be laid before the meeting of creditors; and. (a) a company acquires property which is subject to a charge and which would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Subdivision; (b) a foreign company becomes registered in Malaysia and has prior to such registration created a charge which would, if it had been created by the company while it was registered in Malaysia, have been required to be registered under this Subdivision; or. 27. (1) Subject to this Division, the liquidator shall, in the administration of the assets of the company and in the distribution among its creditors, have regard to any directions given by resolution of the creditors or contributories at any general meeting or by the committee of inspection, and any directions so given by the creditors or contributories shall override any directions given by the committee of inspection in case of conflict. (3) For the purpose of effecting the transfer of shares or debentures, the company shall enter the name of the transferee in the register of members or register of debenture holders in accordance with this section. (4) If the requirements under subsection (3) are satisfied, the Registrar shall --, (a) enter the particulars in the register of secretaries; and. (1) The remuneration of an auditor appointed-. (a) the right is being issued or offered to the public for subscription or purchase of interest under the Interest Schemes Act 2016; (b) the public was invited to subscribe for or purchase such a right, and the right was so subscribed for or purchased; (c) such right is held by the management company and was issued for the purpose of an offer to the public under the Interest Schemes Act 2016; or. 102. 28. (c) to pay any expenses occasioned by reason of his default. 238. Notification that a company is under judicial management order. (1) A copy or extract from any document filed or lodged at the office of the Registrar certified to be a true copy or extract signed and sealed by the Registrar shall be admissible in evidence in any proceedings as of equal validity with the original document. Inducement to be appointed as liquidator, etc. (13) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding ten years, or to both and, in the case of a continuing offence, to a further fine not exceeding one thousand ringgit for each day during which the offence continues after conviction.
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