Establishment of the Commission
(1) A body corporate by the name of “Companies Commission of Malaysia” is established.
(2) The Commission shall have perpetual succession and a common seal.
(3) The Commission may sue and be sued in its name.
(4) Subject to and for the purposes of this Act, the Commission may, upon such terms as the Commission deems fit—
(a) enter into contracts;
(b) acquire, purchase, take, hold and enjoy movable and immovable property of every description; and
(c) convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer, or otherwise dispose of, or deal with, any movable or immovable property or any interest in such property vested in the Commission.
Vesting provisions
(1) Subject to this Act, the Minister may, from time to time, by order published in the Gazette, appoint a vesting date and on such date all property of the Government of Malaysia and all the rights or liabilities of the Government of Malaysia, the Registrar of Companies and the Registrar of Businesses specified by the Minister in such order shall, by virtue of this Act, be transferred to and vested in the Commission without any conveyance, assignment or transfer.
(2) Every property vested by virtue of subsection (1) in the Commission shall be so vested in the Commission for the like title,
estate or interest and on the like tenure as the property was vested or held immediately before the vesting date.
(3) Every chose-in-action vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person bound by the chose-in-action of the vesting effected under subsection (1).
(4) Every right and liability vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person whose right or liability is affected by the vesting effected under subsection (1).
(5) Any pending legal proceedings by or against the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses which relate to any property, right or liability transferred to and vested in the Commission by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Commission.
(6) In the case of rights and liabilities arising under any loans which are vested in the Commission on the vesting date, the Commission may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any other party.
(7) On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the Commission under subsection (1) to which the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses was a party immediately before the vesting date, whether in writing or not, and whether or not of such a nature that rights and liabilities under the agreement could be assigned by the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses, shall have effect as if the Commission had been a party to the agreement.
Common seal
(1) The common seal of the Commission shall bear such device as the Commission may approve and such seal may, from time to time, be broken, changed, altered and made anew as the Commission thinks fit.
(2) The common seal shall be kept in the custody of the Chairman or any other person authorized by the Commission, and shall be authenticated by either the Chairman or by such authorized person or by any officer authorized by the Chairman in writing.
(3) All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (2) shall, until the contrary is proved, be deemed to have been validly executed.
(4) The common seal of the Commission shall be officially and judicially noticed.
Membership of the Commission
(1) The Commission shall consist of the following members who shall be appointed by the Minister:
(a) a Chairman;
(b) the Chief Executive Officer;
(c) not more than three persons from the public service; and
(d) not more than four persons who shall be qualified persons as defined in the Legal Profession Act 1976 [Act 166] or persons who possess the relevant knowledge or experience in commercial or company matters.
(2) The Minister may appoint any member of the Commission, other than the Chief Executive Officer, to act as the acting Chairman for the period when—
(a) the office of the Chairman is vacant;
(b) the Chairman is absent from duty or from Malaysia; or
(c) the Chairman is, for any other reason, unable to perform the duties of his office.
Tenure of office
Subject to such conditions as may be specified in his instrument of appointment, a member of the Commission shall, unless he sooner resigns or vacates his office or his appointment is sooner revoked, hold office for a term not exceeding three years and is eligible for reappointment.
Revocation and resignation
(1) The appointment of any member of the Commission may, at any time, be revoked by the Minister without assigning any reason for the revocation.
(2) A member may resign his office by giving notice in writing to the Minister.
Vacation of office
The office of a member of the Commission shall be vacated—
(a) if he dies;
(b) if he has been convicted of any offence which is punishable with imprisonment for a term of not less than four months;
(c) if he becomes a bankrupt;
(d) if he is of unsound mind or is otherwise incapable of discharging his duties; or
(e) if he absents himself from three consecutive meetings of the Commission without the leave of the Chairman or, in the case of the Chairman, without the leave of the Minister.
Remuneration or allowance
Members of the Commission and any person invited to attend any meeting or deliberation of the Commission under section 13 may be paid such remuneration or allowance as the Minister may determine.
The Chief Executive Officer and Deputies Chief Executive Officer
(1) The Minister shall appoint any person to be the Chief Executive Officer of the Commission on the terms and conditions as he may determine and may revoke the appointment of any person so appointed.
(2) The Chief Executive Officer appointed under subsection (1) shall—
(a) be a qualified person as defined in the Legal Profession Act 1976; or
(b) possess relevant knowledge or experience in commercial or company matters.
(3) The Chief Executive Officer shall be responsible for the dayto-day administration of the Commission.
(4) The Minister may appoint such number of Deputies Chief Executive Officer as may be necessary and may revoke the appointment of any person so appointed.
(5) The Deputies Chief Executive Officer shall be subject to the direction and control of the Chief Executive Officer and may perform the duties of the Chief Executive Officer under this Act.
(6) The Minister may appoint any person referred to in subsection (4) or any other person as he thinks fit to act as the acting Chief Executive Officer for the period when—
(a) the office of the Chief Executive Officer is vacant; or
(b) the Chief Executive Officer is, for any other reason, unable to perform the duties of his office.
Meetings
(1) The Commission shall meet as often as may be necessary for the performance of its functions.
(2) The quorum of the meeting shall be five.
(3) If on a question to be determined by the Commission there is an equality of votes, the Chairman shall have a casting vote.
(4) If the Chairman is absent or unable to act due to illness or any other cause, any member of the Commission other than the Chief Executive Officer may be elected by the members present to preside over the meeting.
(5) Subject to the provisions of this Act, the Commission shall determine its own procedure.
The Commission may invite others to meetings
The Commission may invite any person to attend any meeting or deliberation of the Commission for the purpose of advising it on any matter under discussion, but any person so attending shall have no right to vote at the meeting or deliberation.
Power of Minister to give directions and require information
(1) The Minister may, from time to time, give to the Commission directions of a general character consistent with the provisions of this Act relating to the Commission’s functions, and the Commission shall give effect to such directions.
(2) The Commission shall furnish the Minister with such returns, accounts and information with respect to the performance of any of its functions under this Act or the laws specified in the First Schedule as the Minister may, from time to time, require.
Disclosure of interest
(1) A member of the Commission or any committee who has or acquires a direct or indirect interest by himself, a member of his family or his associate in relation to any matter under discussion by the Commission or committee shall disclose to the Commission or committee, as the case may be, the fact of his interest and its nature.
(2) A disclosure under subsection (1) shall be recorded in the minutes of the meeting of the Commission or committee, as the case may be, in which the matter is discussed and, after the disclosure, the member—
(a) shall be disregarded for the purpose of constituting a quorum of the meeting of the Commission or committee, as the case may be; and
(b) shall not take part in or be present during any discussion or decision of the Commission or committee, as the case may be,
when the matter is discussed or decided upon.
(3) Any member of the Commission or committee who fails to disclose his interest as required under subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one
hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.
(4) No act or proceeding of the Commission or committee shall be invalidated on the ground that any member of the Commission or committee has contravened the provisions of this section.
(5) For the purpose of this section—
(a) “a member of his family”, in relation to a member of the Commission or a committee, includes—
(i) his spouse;
(ii) his parent (including a parent of his spouse);
(iii) his child (including an adopted child or stepchild);
(iv) his brother or sister (including a brother or sister of his spouse); and
(v) a spouse of his child, brother and sister; and
(b) “associate”, in relation to a member of the Commission or a committee, means—
(i) any person who is a nominee or an employee of such member;
(ii) any firm of which such member or any nominee of his is a partner;
(iii) a partner of such member;
(iv) a trustee of a trust under which such member or a member of his family is a beneficiary; or
(v) any corporation within the meaning of the Companies Act 1965, of which such member or any
nominee of his or a member of his family is a director or has a controlling interest or shares to the total value of not less than thirty percent of the total issued capital of the corporation.
Minutes
(1) The Commission and every committee shall cause minutes of all their meetings to be maintained and kept in a proper form.
(2) Any minutes made of meetings of the Commission or a committee, if duly signed, shall, in any proceedings, be admissible as prima facie evidence of the facts stated in it and every meeting of the Commission or a committee in respect of the proceedings of which minutes have been so made shall be deemed to have been duly convened and held and all members at the meeting to have been duly qualified to act.
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).
