Application
This Act shall not apply to—
(a) any business which is exclusively owned and carried on by any company registered under the Companies Act 1965 [Act 125];
(b) any business owned or conducted by the Government or by any public body incorporated by or constituted by or under any written law;
(c) 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;
(d) 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.
Registration
(1) The person responsible for a business shall, not later than thirty days from the date of the commencement of the business, apply to the Registrar for the registration of the business.
(2) An application under subsection (1) shall be made in the prescribed form and shall state—
(a) the name of the business;
(b) the nature of the business;
(c) the date of the commencement of the business;
(d) the address of the place of business, and in the case of a business having more than one place of business, the addresses of the branches;
(e) in the case of a partnership, the particulars of the partnership agreement, if any;
(f) in respect of the associates of the business, their full names, positions held, and dates of entry into the business; and
(g) such other information as the Registrar may require.
(3) 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.
(4) The Registrar shall, on payment of the prescribed fee, issue a certificate of registration for each branch of the business so registered.
(5) 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.
(6) 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.
(7) 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.
(8) 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
(1) An application for the renewal of the registration of a business shall be made in the prescribed form and manner to the Registrar within thirty days before the date of expiry of the registration or the previous renewal.
(2) 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.
(3) 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.
(4) If the Registrar refuses to renew any registration under subsection (3) the Registrar shall notify the applicant in writing of the decision.
(5) The new expiry date shall be stated in the certificate of registration.
Changes in registered particulars
(1) Whenever a change is made or occurs in any of the particulars registered in respect of any associate of a business or of the business, that associate or, in the case of the particulars of the business, the person responsible for the business shall, within thirty days after the change is made or occurs, submit to the Registrar in the prescribed form the particulars of the change.
(2) 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.
(3) In the case of a change in—
(a) the general nature of a business; or
(b) the address of the principal place of the business or any other place where the business is carried on,
the Registrar shall issue a new certificate of registration in respect of such business, and cancel the existing certificate of registration.
Refusal to register or revocation of registration of, business
(1) Notwithstanding anything to the contrary in this Act, the Registrar shall refuse to register any business if the Registrar is satisfied that the business is likely to be used for unlawful purposes or any purpose prejudicial to or incompatible with the security of the Federation, public order or morality.
(2) 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.
Termination of business
5 D. (1) Where a business registered under this Act has been terminated, the person responsible for the business shall within thirty days of the termination notify the Registrar in the prescribed form of such termination.
(2) 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.
(3) 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
5E . (1) Where the Registrar has reasonable cause to believe that any business registered under this Act is not being carried on, the Registrar may send to the person or persons registered as the associate or associates of the business a notice notifying the Registrar’s intention to revoke the registration of the business and the Registrar shall give such person or persons an opportunity to make written representation on the intended revocation within thirty days from the date of service of the notice.
(2) After the expiry of the period of thirty days provided for in subsection (1), 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.
(3) 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.
Certificate of registration is conclusive evidence
5F . A certificate of registration having a registration number, and carrying the applicant’s name or business name, issued under this Act by the Registrar shall be conclusive evidence that all the requirements of this Act in respect of the registration and matters precedent and incidental to such registration have been complied with, and the business referred to in such certificate is duly registered under this Act.
Effect of registration
(1) Save as hereinafter expressly provided, when and so long as any person is recorded in any register as an associate of a business, it shall be evidence against him or any person claiming through or under him that he was such an associate unless it is proved that such person was not at any material time such an associate and that he was recorded as such in such register through a bona fide mistake, or without his knowledge and in fraud of him.
(2) 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.
(3) 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.
(4) 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
Where it appears to the High Court or to a Sessions Court or to a Magistrates’ Court, as a result of evidence adduced before it, that any particulars recorded in a register are incorrect, such court may by order direct the Registrar to rectify the register in the manner specified in such order and the Registrar, upon receipt of such order, shall rectify the register accordingly:
Provided that where any such order is made by a Sessions Court or a Magistrates’ Court, the Registrar may appeal therefrom to the High Court in accordance with the appropriate procedure laid down by law for appeals from such courts to the High Court.
Effect of non-registration and right to enforce contracts
(1) So long as the prescribed particulars in respect of any person who is or who claims to be an associate of any business are not recorded in the register, no right of such person under or arising out of any contract made or entered into by or on behalf of such person in relation to such business shall be enforceable by suit or other legal proceeding either in the name of such business or in his individual name or otherwise:
Provided that—
(a) 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 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;
(b) 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, setoff or otherwise, such rights as he may have against that party in respect of such contract.
(2) Nothing in this section shall prejudice the rights of any other parties as against such person in respect of any contract.
(3) 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.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
