Establishment of the Corporation
(1) A body corporate by the name of “Intellectual Property Corporation of Malaysia” is established.
(2) The Corporation shall have perpetual succession and a common seal.
(3) The Corporation may sue and be sued in its name.
(4) Subject to and for the purposes of this Act, the Corporation may, upon such terms as the Corporation 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 Corporation.
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 properties of the Government of Malaysia and all the rights or liabilities of the Government of Malaysia, the Registrar or the Controller specified by the Minister in such order shall, by virtue of this Act, be transferred to and vested in the Corporation without any conveyance, assignment or transfer.
(2) Every property vested by virtue of subsection (1) in the Corporation shall be so vested in the Corporation 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 Corporation may, on and after the vesting date, be sued on, recovered or enforced by the Corporation in its own name and it shall not be necessary for the Corporation, the Government of Malaysia, the Registrar or the Controller to give notice to the person bound by the chose-in-action of the vesting effected under subsection (1).
(4) Every right or liability vested by virtue of subsection (1) in the Corporation may, on and after the vesting date, be sued on, recovered or enforced by or against the Corporation in its own name and it shall not be necessary for the Corporation, the Government of Malaysia, the Registrar or the Controller 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 or the Controller which relate to any property, right or liability transferred to and vested in the Corporation by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Corporation.
(6) In the case of rights or liabilities arising under any loans which is vested in the Corporation on the vesting date, the Corporation may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any third party.
(7) On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the Corporation under subsection (1) to which the Government of Malaysia, the Registrar or the Controller 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 thereunder could be assigned by the Government of Malaysia, the Registrar or the Controller shall have effect as if the Corporation has been a party to the agreement.
Common seal
(1) The common seal of the Corporation shall bear such device as the Corporation may approve and such seal may, from time to time, be broken, changed, altered or made anew as the Corporation thinks fit.
(2) Until a seal is provided by the Corporation, a stamp bearing the words “The Intellectual Property Corporation of Malaysia” may be used and shall be deemed to be the common seal of the Corporation.
(3) The common seal shall be kept in the custody of the Chairman or any other person authorized by the Corporation and shall be authenticated by either the Chairman or by such authorized person or by any officer authorized by the Chairman in writing.
(4) All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (3) shall, until the contrary is proved, be deemed to have been validly executed.
(5) Notwithstanding subsection (4), any document or instrument which, if executed by a person who is not a body corporate, is not required to be under seal may in like manner be executed by the Corporation; and any such document or instrument may be executed on behalf of the Corporation by any member, employee or agent of the Corporation generally or specially authorized by the Corporation in that behalf.
(6) The common seal of the Corporation shall be officially and judicially noticed.
Membership of the Corporation
(1) The Corporation shall consist of the following members:
(a) a Chairman;
(b) four members representing the Government, one of whom shall be the Secretary-General of the Ministry for the time being charged with the responsibility for intellectual property or his representative;
(c) three other members who have relevant knowledge or experience in intellectual property and intellectual property related matters; and
(d) the Director General.
(2) The Minister shall appoint the members specified under paragraphs (1)(a), (b) and (c).
Terms of office
Subject to such conditions as may be specified in his instrument of appointment, a member of the Corporation 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 may be eligible for reappointment.
Resignation and revocation
(1) A member of the Corporation, may, at any time, resign his office by giving notice in writing to the Minister.
(2) The appointment of any member of the Corporation appointed by the Minister, except the Secretary-General of the Ministry for the time being charged with the responsibility for intellectual property, may, at any time, be revoked by the Minister without assigning any reason for the revocation.
Vacation of office
The office of a member of the Corporation shall be vacated—
(a) if he dies;
(b) if he becomes a bankrupt;
(c) if he has been convicted of any offence and sentenced to imprisonment for a term not less than two months;
(d) if he is of unsound mind or is otherwise incapable of performing his duties; or
(e) if he absents himself from three consecutive meetings of the Corporation without the leave of the Chairman, or in the case of the Chairman, without the leave of the Minister.
Remuneration and allowances
(1) The Chairman of the Corporation shall be paid such remuneration and allowance as the Minister may determine.
(2) Every member of the Corporation shall be paid allowances at such rates as the Minister may determine.
The Director General and Deputy Directors General
(1) The Minister shall appoint—
(a) a suitable person who has knowledge or experience in intellectual property or intellectual property related matters to be the Director General; and
(b) such number of persons as may be necessary to be the Deputy Directors General,
on such terms and conditions as the Minister may determine, for the proper administration of this Act and the Intellectual Property Legislation, and may revoke the appointment of any person so appointed without assigning any reason for the revocation.
(2) The Director General shall be responsible for the day-to-day administration of the Corporation.
(3) The Deputy Directors General shall be subject to the direction and control of the Director General and they may perform all the duties of the Director General under this Act and the Intellectual Property Legislation as may be specified by the Director General.
(4) In the event that the Director General is temporarily unable to perform his duties due to illness or any other cause, either of the Deputy Directors General may attend any meeting of the Corporation or any committee in his place.
Meetings
(1) The Corporation shall meet as often as may be necessary for the performance of its functions.
(2) Five members of the Corporation, one of whom is a member representing the Government, shall form the quorum of a meeting of the Corporation.
(3) If on a question to be determined by the Corporation there is an equality of votes, the Chairman shall have a casting vote.
(4) In the event of the Chairman being absent or unable to act due to illness or any other cause, any member of the Corporation other than the Director General may be elected by the members present to preside over the meeting.
(5) The Minister shall, in respect of each member of the Corporation who represents the Government, appoint an alternate member who may attend any meeting of the Corporation which the member is for any reason whatsoever unable to attend and the alternate member, when so attending, shall for all purposes be deemed to be a member of the Corporation.
(6) Subject to the provisions of this Act, the Corporation shall determine its own procedure.
The Corporation may invite others to meetings
(1) The Corporation may invite any other person to attend any meeting or deliberation of the Corporation 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.
(2) Any person invited to any meeting or deliberation of the Corporation under subsection (1) may be paid such remuneration or allowance as the Minister may determine.
Power of Minister to give directions and require information
(1) The Minister may, from time to time, give to the Corporation such directions of a general character consistent with the provisions of this Act relating to the performance of the Corporation’s functions and the Corporation shall give effect to such directions.
(2) The Corporation 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 Intellectual Property Legislation as the Minister may, from time to time, require or direct.
Disclosure of interest
(1) A member of the Corporation or any committee established under section 19 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 Corporation or committee shall disclose to the Corporation or committee, as the case may be, the fact of his interest and the nature of that interest.
(2) A disclosure under subsection (1) shall be recorded in the minutes of the meeting of the Corporation 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 Corporation or committee, as the case may be; and
(b) shall not take part in or be present during any discussion or decision of the Corporation or committee, as the case may be,
when the matter is discussed or decided upon.
(3) Any member of the Corporation or committee who fails to disclose his interest as provided 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 Corporation or committee shall be invalidated on the ground that any member of the Corporation 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 Corporation 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 or sister; and
(b) “associate”, in relation to a member of the Corporation 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 [Act 125], 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 per cent of the total issued capital of the corporation.
Minutes
(1) The Corporation and every committee shall maintain minutes of all their meetings in a proper form.
(2) Any minutes made of meetings of the Corporation or a committee, if duly signed, shall, in any proceedings, be admissible as prima facie evidence of the facts stated in the minutes without further proof.
(3) Every meeting of the Corporation or a committee of which minutes have been made in accordance with subsections (1) and
(2) 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).
