Short title and commencement
s 1
Open ↗(1) This Act may be cited as the Langkawi International Yachting Companies Act 2005. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette.
Source
Langkawi International Yachting Companies Act 2005 Part I — PRELIMINARY
Interpretation
s 2
Open ↗(1) In this Act, unless the context otherwise requires— “yacht-related activities” means yacht ownership, ownership of aircraft (mainly helicopters) that is carried on board a yacht, yacht management, yacht crewing and training, yacht chartering, yacht broking or otherwise marketing, yacht supplies and services, yacht security, yacht-related recreational or holiday activities or facilities, or any other businesses relating to yachts and yachting as the Registrar may determine; “books” includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any document; “month” means a period of thirty days; “debenture” means any securities of a corporation in relation to a charge on the assets of the corporation; “printed” includes typewritten or lithographed or reproduced by any mechanical means; “certified” means certified in the prescribed manner to be a particular document or to be a true copy of the document; “lodged” means lodged in accordance with the provisions of this Act; “prescribed” means prescribed by or under this Act; “document” includes summons, order and other legal process, and notice and register; “dollar” means a dollar unit of the currency of the United States of America; “management entity” means the corporation authorized by the Minister to act on behalf of a Langkawi company or foreign Langkawi company under section 102 of this Act; “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; “approved auditor” means a person approved under subsection 16(1); “Langkawi” means Langkawi Island and all adjacent islands lying nearer to Langkawi Island than to the mainland; “Court” means the High Court or a judge thereof; “memorandum”, in relation to a Langkawi company, means the memorandum of association of that company for the time being in force, and in relation to a foreign Langkawi company, means the charter, statute, memorandum of association or instrument constituting or defining the constitution of the company; “Minister” means the Minister charged with the responsibility for domestic trade and consumer affairs; “issued share capital”, in relation to par value shares, means, at any particular time, the sum of the par value of all shares of a Langkawi company that have been issued; “person” includes a corporation, partnership, body of persons and corporation sole; “expert” means an engineer, valuer, accountant, auditor and any other person whose profession or reputation gives authority to a statement made by him; “officer”, in relation to a Langkawi company or foreign Langkawi company, includes— (a) any director, secretary or other person appointed under a directors’ resolution to hold a specified office; (b) any receiver and manager of any part of the undertaking of the company appointed under a power contained in any instrument; and (c) any liquidator of the company appointed in a voluntary winding up; but does not include— (d) any receiver who is not also a manager; (e) any receiver and manager appointed by the Court; or (f) any liquidator appointed by the Court or by the creditors; “approved liquidator” means a person approved under subsection 18(1); “resident” means— (a) in relation to a natural person, a citizen or permanent resident of Malaysia; or (b) in relation to any other person, a person who has established a place of business and is operating in Malaysia, and includes a person who is declared to be a resident pursuant to section 43 of the Exchange Control Act 1953 [Act 17]; “promoter”, in relation to a prospectus issued by or in connection with a Langkawi company, means a promoter of the company who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include any person by reason only of his acting in a professional or advisory capacity; “contributory”, in relation to a Langkawi company, means a person liable to contribute to the assets of the company in the event of it being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory; “Registrar” means the Registrar of Companies under the Companies Act 1965 [Act 125], and includes any Regional Registrar, Deputy Registrar or Assistant Registrar of Companies; “director” means any person, by whatever name called, occupying the position of director of a Langkawi company or foreign Langkawi company, and includes a person in accordance with whose directions or instructions the directors of such a company are accustomed to act and an alternate or substitute director; “regulations” means regulations made under this Act; “corporation” means a Langkawi company, foreign Langkawi company, domestic company or foreign company; “post” includes communication by mail, e-mail, courier, freight, telex or facsimile; “prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, any shares or any units of shares in a Langkawi company or proposed Langkawi company; “foreign company” means— (a) a company, society, association or other body incorporated outside Malaysia; or (b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the society, association or body duly appointed for that purpose, and which does not have its head office or principal place of business in Malaysia; “domestic company” means a company incorporated under the Companies Act 1965; “Langkawi company” means a company incorporated under this Act and carrying out yacht-related activities; “foreign Langkawi company” means a foreign company registered under Part VIII; “share”, in relation to a Langkawi company, means a share in the share capital of that company, and includes stock; “annual fee payment date” means the date on which the annual fee of a Langkawi company shall be payable pursuant to subsection 21(6); “allot” includes sell, issue, assign, and convey; and “allotment” has a corresponding meaning. (2) For the purposes of this Act, a person shall be deemed to hold a beneficial interest in a share— (a) if that person, either alone or together with other persons, is entitled (otherwise than as a trustee for, on behalf of, or on account of, another person) to receive, directly or indirectly, any dividends in respect of the share or to exercise, or to control the exercise of, any rights attaching to the shares; or (b) if that person, being a corporation, holds any beneficial interest in a share of another corporation which holds, or a subsidiary of which holds, any beneficial interest in the first-mentioned share. (3) Whenever in this Act any person holding or occupying a particular office or position is mentioned or referred to, such mention or reference shall, unless the contrary intention appears, be taken to include all persons who shall at any time thereafter occupy for the time being the said office or position. (4) Any provision of this Act overriding or interpreting a corporation’s articles of association shall, except where otherwise provided by this Act, apply in relation to the articles of association in force at the commencement of this Act, as well as to articles of association coming into force thereafter, and shall also apply in relation to a corporation’s memorandum as it applies in relation to its articles of association. * NOTE—This Act is not yet in force.
Definition of subsidiary and holding company
s 3
Open ↗(1) For the purposes of this Act, a corporation shall, subject to the provisions of subsection (3), be deemed to be a subsidiary of another corporation if— (a) that other corporation— (i) controls the composition of the board of directors of the first-mentioned corporation; (ii) controls more than half of the voting power of the first-mentioned corporation; or (iii) holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or (b) the first-mentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary. (2) For the purposes of subsection (1), the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation, by the exercise of some power exercisable by it without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if— (a) a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or (b) a person’s appointment as a director follows necessarily from his being a director or other officer of that other corporation. (3) In determining whether one corporation is a subsidiary of another corporation— (a) any shares held or power exercisable by that other corporation in a trustee or fiduciary capacity shall be treated as not held or exercisable by it; (b) subject to paragraphs (c) and (d), any shares held or power exercisable— (i) by any person as a nominee for that other corporation (except where that other corporation is concerned only in a trustee or fiduciary capacity); or (ii) by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a trustee or fiduciary capacity, shall be treated as held or exercisable by that other corporation; (c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the firstmentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and (d) any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. (4) A reference in this Act to the holding company of a corporation shall be read as a reference to a corporation of which the last-mentioned corporation is a subsidiary.
Related companies
s 4
Open ↗Where a corporation— (a) is the holding company of another corporation; (b) is a subsidiary of another corporation; or (c) is a subsidiary of the holding company of another corporation, that first-mentioned corporation and that other corporation shall for the purposes of this Act be deemed to be related to each other.
Non-application of Companies Act 1965
s 5
Open ↗Except as otherwise expressly provided in this Act, the provisions of the Companies Act 1965 shall not apply to a Langkawi company or foreign Langkawi company incorporated or registered under this Act.
Permitted and prohibited purposes and activities of Langkawi company
s 6
Open ↗(1) Subject to subsection (2), a Langkawi company shall carry on any lawful business in respect of yacht-related activities, but it shall not carry on any business with a resident of Malaysia except as provided in subsection (3). (2) The business referred to in subsection (1) if carried on in, from or through Malaysia, shall be carried on only in, from or through Langkawi. (3) No Langkawi company shall carry on any business with a resident of Malaysia except in relation to yacht-related activities or procuring finance or lending in relation to yacht-related activities. (4) For the purposes of subsection (3), a Langkawi company shall not be treated as carrying on business with persons resident in Malaysia by reason only that— (a) it makes or maintains deposits with a person carrying on business within Malaysia; (b) it makes or maintains professional contact with any counsel and attorney, accountant, book-keeper, investment adviser, trustee or other similar person carrying on business within Malaysia; (c) it prepares or maintains books and records in Malaysia; (d) it holds, within Malaysia, meetings of its directors or members; (e) it acquires or holds any lease of any property for the purposes of its operation or as accommodation for its officers or employees; (f) it holds shares, debt obligations or other securities in a Langkawi company; or (g) a resident of Malaysia holds shares in that Langkawi company. (5) A Langkawi company may be managed by one or more of its members, herein referred to as “managing members”, and if so managed, shall have any appropriate words or abbreviations thereof in romanised characters that describe it as such. (6) Managing members referred to in subsection (5) shall, for the purposes of this Act, be considered to be directors of the Langkawi company.
Back to Langkawi International Yachting Companies Act 2005 — full text
Provisions on this page are reproduced verbatim from official open data. See the attribution line.
Text as at 1 January 2006 (LOM reprint); amendments made after that date may not be incorporated. Read the official text ↗
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).
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