Formation of companies
(1) Subject to this Act, any person may, by subscribing his name to a memorandum and complying with the requirements as to registration, form a Langkawi company for any lawful business in respect of yacht-related activities. (2) If the subscriber to the memorandum is a corporation, the memorandum may be subscribed by the corporation under its seal or by some person duly authorized on its behalf. (3) Every Langkawi company shall be a company limited by shares.
Registration and incorporation
(1) A person desiring the incorporation of a Langkawi company shall lodge with the Registrar the memorandum and articles of association of the proposed company and the other documents required to be lodged by or under this Act, and the Registrar on payment of the prescribed fees shall, subject to this Act, register the company by registering the memorandum and articles of association. (2) The Registrar may require a statutory declaration made by an officer to be lodged stating that all or any of the requirements of this Act have been complied with, and the Registrar may accept such a declaration as sufficient evidence of compliance. (3) On the registration of the memorandum, the Registrar shall certify under his hand and seal that the company is, on and from the date specified in the certificate, incorporated, and that the company is a company limited by shares. (4) On and from the date of incorporation specified in the certificate of incorporation, but subject to this Act, the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum, capable immediately of exercising all the functions of an incorporated company, and of suing and being sued, and having perpetual succession and a common seal, with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act. (5) A certificate of incorporation of a company issued by the Registrar shall be prima facie evidence of compliance with all the requirements of this Act in respect of incorporation. (6) A Langkawi company shall pay such annual fee as may be prescribed in the prescribed manner. (7) Every subscriber to the memorandum shall be deemed to have agreed to become a member of a Langkawi company and, on the incorporation of the company, shall be entered as a member in its register of members in respect of the shares subscribed for or by him in the memorandum, and every other person who agrees to be a member of a company and whose name is entered into the register of members shall be a member of the company.
Application for registration of foreign company as being continued in Langkawi
(1) Subject to section 6, a foreign company incorporated under the laws of any country other than Malaysia, or of any jurisdiction within such a country, may, if it is so authorized by the laws of that country or jurisdiction, apply to the Registrar for the registration of its company to be continued in Langkawi as if it had been incorporated under this Act. (2) Upon application under subsection (1), supported by such material as the Registrar considers adequate and satisfactory, the Registrar may, if he is satisfied that the consent of such number or proportion of the shareholders, debenture holders and creditors of the foreign company as may be required by the laws of that country or jurisdiction, and the consent of the proper officer of that country or jurisdiction, to such registration has been obtained by the company, register such company as being so continued and, if so registered, the company shall be deemed thereafter to be a Langkawi company incorporated under this Act and domiciled in Langkawi: Provided that no foreign company may be registered under this section if— (a) it is in the process of winding up or liquidation; (b) a receiver of its property has been appointed; or (c) there is any scheme or order in force in relation to the company whereby the rights of creditors are suspended or restricted. (3) The registration of a foreign company under this section shall not operate— (a) to create a new legal entity; (b) to prejudice or affect the continuity of the company; (c) to affect the property of the company; (d) to render defective any legal or other proceedings instituted, or to be instituted, by or against the company or any other person; or (e) to affect any rights, powers, authorities, duties, functions, liabilities or obligations of the company or any other person. (4) Upon the registration of a foreign company under this section— (a) so much of its constitution as would, if it had been incorporated under this Act, have been required by this Act to be included in its memorandum of association, shall be deemed to be the memorandum of association of the company; and (b) so much of its constitution as does not, by virtue of paragraph (a), comprise its memorandum of association, shall be deemed to be the articles of association of the company, and such deemed memorandum and articles of association shall be binding on the company and its members accordingly.
Prior approval in principle
(1) A foreign company may, prior to applying for registration under section 22, request that such registration be approved in principle and upon such request and on payment of the prescribed fee, the Registrar may, if he is satisfied that the company is eligible for registration under section 22, issue a certificate confirming his approval of the company being so registered subject to an application under section 22 being made within a period of six months from the date of the certificate. (2) The certificate of approval given by the Registrar under subsection (1) shall not relieve the foreign company to whom it is issued from complying with the provisions of section 22 on a subsequent application for registration.
Requirements as to memorandum
(1) The memorandum of every Langkawi company shall be printed and divided into numbered paragraphs and dated and shall state the following: (a) the name of the company; (b) the objects of the company; (c) the amount of the share capital with which it is proposed to be registered and the division thereof into shares of a fixed amount; (d) the full name and address of each subscriber thereto; and (e) that the subscriber or subscribers to the memorandum are desirous of being formed into a Langkawi company in pursuance of the memorandum and respectively agree to take the number of shares in the capital of the company set out opposite their respective names. (2) Members of the Langkawi company shall be liable to the company for the amount unpaid on their shares but their liability as members is, subject to the provisions of this Act, limited to the amount, if any, unpaid on the shares held by them.
Power of companies
Subject to section 6, the powers of a Langkawi company shall include, unless expressly excluded or modified by its articles of association to such extent as not being inconsistent with this Act, the powers set forth in the Schedule, which shall be exercisable in Langkawi and elsewhere, and such other powers as are set out in its articles of association or granted to it generally or specially by regulations.
Ultra vires transactions
(1) No act or purported act of a Langkawi company (including the entering into of an agreement by the company and including any act done on behalf of the company by an officer or agent of the company under any purported authority, whether express or implied, of the company) and no conveyance or transfer of property, whether real or personal, to or by a Langkawi company shall be invalid by reason only of the fact that the company was without capacity or power to do the act or purported act or to execute or take the conveyance or transfer. (2) Any such lack of capacity or power may be asserted or relied upon only in— (a) any proceedings against the Langkawi company by any member of the company or, where the company has issued debentures secured by a floating charge over all or any of the company’s property, by the holder of any of those debentures, or by a trustee for the holders of those debentures, to restrain the doing of any act or the conveyance or transfer of any property to or by the company; (b) any proceedings by the company or by any member of the company against the present or former officers of the company; or (c) any petition by the Minister to wind up the company. (3) If the unauthorized act, conveyance or transfer sought to be restrained in any proceedings under paragraph (2)(a) is being or is to be performed or made pursuant to any contract to which the Langkawi company is a party, the Court may, if all the parties to the contract are parties to the proceedings and if the Court deems it to be just and equitable, set aside and restrain the performance of the contract and may allow to the company or to the other parties to the contract, as the case requires, compensation for the loss or damage sustained by either of them which may result from the setting aside and restraining of the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the Court as a loss or damage sustained.
Name of Langkawi companies
(1) Except with the consent of the Minister, a Langkawi company shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or includes a name, of a kind that the Registrar is not otherwise willing to accept for registration. (2) A Langkawi company shall have— (a) the word “Corporation” or the word “Incorporated” or the abbreviation “Corp.” or “Inc.”; (b) the word “Limited” or the abbreviation “Ltd.”; (c) the words “Public Limited Company” or the abbreviation “P.L.C.”; (d) the words “Societe Anonyme” or “Sociedad Anonima” or the abbreviation “S.A.”; (e) the words “Aktiengesellschaft” or the abbreviation “A.G.”; (f) the words “Naamloze Vennootschap” or the abbreviation “N.V.”; (g) the words “Perseroan Terbatas” or the abbreviation “P.T.”; or (h) in romanized characters, any word or words in the national language of any country which connote a joint stock company limited by shares, or any abbreviation thereof, as part of its name. (3) A Langkawi company may have the word “(LGK)” as part of its name. (4) Notwithstanding subsection (2), a Langkawi company may have as part of its name the word “Berhad” or the abbreviation “Bhd.”, but where the word “Berhad” or the abbreviation “Bhd.” is used as part of the name of the Langkawi company, the Langkawi company shall in addition have the word “(LGK)” as part of its name. (5) No description of a Langkawi company shall be deemed inadequate or incorrect by reason of the use of an abbreviation or abbreviations in place of any word or words referred to in subsection (2) and vice versa. (6) A person may lodge with the Registrar an application in the prescribed form for the reservation of a name set out in the application as— (a) the name of an intended Langkawi company; or (b) the name to which a Langkawi company proposes to change its name. (7) If the Registrar considers that the application is made bona fide and is satisfied that the proposed name is a name by which the intended Langkawi company or the Langkawi company could be registered without contravention of subsection (1), he shall reserve the proposed name for a period of three months from the date of the lodging of the application. (8) During a period for which a name is reserved, no person (other than the Langkawi company or intended Langkawi company in respect of which the name is reserved) shall be registered under this Act or any other Act, whether originally or on a change of name, under the reserved name or under any other name that, in the opinion of the Registrar, so closely resembles the reserved name as to be likely to be mistaken for that name. (9) The reservation of a name under this section in respect of an intended Langkawi company or a Langkawi company shall not in itself entitle the intended company or company to be registered by that name, either originally or on change of name.
Change of name
(1) A Langkawi company may, by special resolution, resolve that its name should be changed to a name by which the company could have been registered without contravention of subsection 27(1). (2) If the Registrar approves the name which the company has resolved should be its new name, he shall, on payment of the prescribed fee, issue a certificate of incorporation of the company under the new name and upon the issue of such certificate of incorporation the change of name shall become effective. (3) If the name of a Langkawi company is (whether through inadvertence or otherwise and whether originally or by a change of name) a name by which the company could not be registered without contravention of subsection 27(1), the company may, by special resolution, change its name to a name by which the company could be registered without contravention of that subsection and, if the Registrar so directs, shall so change it within six weeks after the date of direction or such longer period as the Registrar allows, unless the Minister, by written notice, annuls the direction, and if the company fails to comply with the direction it shall be guilty of an offence against this Act. Penalty: Five thousand ringgit. (4) A change of name pursuant to this Act shall not affect the identity of the Langkawi company or any rights or obligations of the company or render defective any proceedings by or against the company; and any legal proceedings that might have been continued or commenced by or against the company by its former name may be continued or commenced by or against the company by its new name.
Articles of association
(1) There shall be lodged with the memorandum of a Langkawi company the articles of association signed by the subscribers to the memorandum prescribing regulations for the company. (2) Articles of association shall be— (a) printed; (b) divided into numbered paragraphs; and (c) signed by each subscriber to the memorandum or, if any subscriber is a company, sealed with its company seal or signed on its behalf.
Alteration of memorandum or articles of association
(1) Subject to this Act, a Langkawi company may, by special resolution, alter or add to its memorandum or articles of association. (2) Any alteration or addition so made in the memorandum or articles of association shall take effect from the date the notice of the relevant resolution is lodged with the Registrar and be as valid as if originally contained therein and be subject in like manner to the alteration by special resolution.
Copies of memorandum and articles of association
(1) A Langkawi company shall, on being so required by any member, furnish to him a copy of the memorandum and the articles of association (if any) on payment by the member of such amount as the directors may determine to be reasonably necessary to defray the cost of preparing and furnishing it. (2) Where an alteration is made in the memorandum or articles of association of a Langkawi company, a copy of the memorandum or articles of association shall not be issued by the company after the date of alteration unless— (a) the copy is in accordance with the alteration; or (b) a printed copy of the resolution making the alteration is annexed to the copy of the memorandum or articles of association and the particular clauses or articles affected are indicated in ink. (3) If default is made in complying with this section, the Langkawi company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Five thousand ringgit.
Transactions and establishment of a branch
(1) Contracts on behalf of a Langkawi company may be made as follows: (a) a contract which, if made between private persons, would by law be required to be in writing under seal, may be made on behalf of the company in writing under the common seal of the company; (b) a contract which, if made between private persons, would by law be required to be in writing signed by the parties to be charged therewith, may be made on behalf of the company in writing and signed by any person acting under its authority, express or implied; or (c) a contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under its authority, express or implied, and any contract so made shall be effectual in law and shall bind the company and its successors and all other parties thereto and may be varied or discharged in the manner in which it is authorized to be made. (2) A document or proceeding requiring authentication by a Langkawi company may be signed by an authorized officer of the company and need not be under its common seal. (3) A Langkawi company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters as its agent or attorney, to execute deeds on its behalf, and a deed signed by such an agent or attorney on behalf of that company under his seal or under the appropriate seal of the company, shall bind the company; and all persons dealing in good faith shall be entitled to presume the regular and proper execution of the deed, and to act accordingly. (4) A Langkawi company may, if authorized by its articles of association, establish a branch in any part of the world but it shall not establish a branch in any part of Malaysia outside Langkawi. (5) A Langkawi company and any branch of the company may have for use in any place outside Langkawi a duplicate common seal which shall be a facsimile of the common seal of the company with the addition on its face of the name of that branch; and that seal shall be known as the branch seal. (6) Where a Langkawi company has established a branch it may, in the instrument establishing the branch or in a subsequent instrument signed or sealed by the secretary or under its own seal, appoint one or more persons to be branch directors and to constitute a local board and make provision for a branch seal and for its custody and prescribe the person by whom such seal is to be affixed; and subject to any directions or restrictions imposed from time to time by the directors of the company, a branch shall have power to bind the company and to issue shares or debentures of the company. (7) A branch may enter into transactions in the same manner as the Langkawi company may enter into transactions. (8) Instruments made or authenticated under or by the use of any branch seal of a Langkawi company shall be as effective as if the common seal of the company had been affixed thereto; and the date on which and the place at which the branch seal is affixed to any instrument shall be shown on the instrument.
Prohibition against carrying on business when Langkawi company has no members
(1) Subject to subsection (2), if at any time a Langkawi company has no members and carries on business for more than a period of six months while it has no members, every officer, servant, employee or agent of that company during the time that it so carries on business after the period of six months who knows that the company has no members shall be liable, and if more than one, jointly and severally, for the payment of all the debts of the company contracted during the time that it so carries on business after the period of six months, and such officer, servant, employee or agent shall be guilty of an offence against this Act if the company so carries on business after the period of six months. (2) Subsection (1) shall not apply in respect of an officer, servant, employee or agent of a Langkawi company which has no members who carries on the business of the company after the period of six months, if the officer, servant, employee or agent does so by virtue of a direction of the Court or under the direction of an approved liquidator appointed in respect of the company.
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).