Registered office of Langkawi company
(1) Every Langkawi company shall at all times have a registered office in Langkawi, which office shall be the principal office of a management entity. (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Five thousand ringgit. Default penalty.
Name to be displayed at all offices and to appear on seals, letters, etc.
(1) Every Langkawi company or foreign Langkawi company shall paint or affix, and keep painted or affixed, its name in a conspicuous position, in romanized letters easily legible, in printed or in an electronic display format or otherwise, at every office or place in which its business is carried on. Penalty: Five thousand ringgit. Default penalty. (2) The name of a Langkawi company or foreign Langkawi company shall (whether or not it is carrying on business under a business name) appear in legible romanized letters on— (a) its seal; and (b) all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of, or purporting to be issued or signed by or on behalf of, the company, and if default is made in complying with this subsection, the company shall be guilty of an offence against this Act. (3) The name of a Langkawi company or foreign Langkawi company (whether or not it is carrying on business under a business name) in legible romanized letters and the company number of the Langkawi company or foreign Langkawi company shall appear on its memorandum and articles of association and such other documents as may be prescribed, and if default is made in complying with this subsection, the company shall be guilty of an offence against this Act. (4) Where a Langkawi company or foreign Langkawi company has changed its name, the former name of the company shall also appear beneath the present name on all documents, business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of, or purporting to be issued or signed by or on behalf of, the company for a period of not less than twelve months from the date of the change. (5) If an officer of a Langkawi company or foreign Langkawi company or any person on its behalf— (a) uses or authorizes the use of any seal purporting to be a seal of the company whereon its name does not so appear; (b) issues or authorizes the issue of any business letter, statement of account, invoice, official notice or publication of the company wherein its name or former name (if applicable) is not so mentioned; (c) signs, issues or authorizes to be signed or issued, on behalf of the company, any bill of exchange, promissory note, cheque or other negotiable instrument or, any endorsement, order, receipt or letter of credit, wherein its name or former name (if applicable) is not so mentioned; or (d) signs or authorizes to be signed on behalf of the company, the memorandum and articles of association or such other documents as may be prescribed by the Registrar, wherein the name and the company number of the Langkawi company or foreign Langkawi company are not so mentioned, he shall be guilty of an offence against this Act and, where he has signed, issued or authorized to be signed or issued on behalf of the company any bill of exchange, promissory note or other negotiable instrument or any endorsement thereon or order wherein that name or former name (if applicable) is not mentioned, he shall in addition be personally liable to the holder of the instrument or order for the amount due thereon, unless it is paid by the company. Penalty: Five thousand ringgit. Default penalty.
Directors
(1) Every Langkawi company shall have at least one director. (2) The first directors of a Langkawi company shall be named in the articles of association of the company. (3) Any casual vacancy in directors may, so far as the articles of association of a Langkawi company do not otherwise provide, be filled by a person appointed by the continuing director or directors or, if there is no continuing director, by the Registrar on application made by a member of the company. (4) Subject to any contrary provision in the articles of association of a Langkawi company, a director or officer of a Langkawi company may be a corporation and such corporation may act by itself or through a nominee appointed in writing, and may be appointed or may act as a director of more than one company. (5) A director of a Langkawi company shall not disclose to any person, or use for any purpose, any information obtained by reason of his office except in accordance with his duty as a director of the company and so far as he may be compelled by law so to do, but a director may disclose to an appropriate public officer in Malaysia, or otherwise use within Malaysia, any information within his knowledge which he honestly believes suggests that a fraud is being or is likely to be practised by the company or by any of its members or directors or upon the company or any of its members. (6) A director of a Langkawi company who, in contravention of subsection (4), discloses to any person, or uses for any purpose, any information obtained by reason of his office shall be guilty of an offence against this Act. (7) Notwithstanding any other provision of this Act or the regulations to the contrary, and unless otherwise provided in the articles of association of a Langkawi company, a director of a Langkawi company shall not be liable to any penalty provided for under this Act for any damage caused to or suffered by any person, howsoever arising, otherwise than by reason of his wilful misconduct, wilful default or wilful neglect.
Consent to act as director
A person shall not be appointed or named as a director or proposed director in the articles of association of a Langkawi company unless, before the registration of the articles of association, he has, by himself or by his agent authorized in writing for the purpose, signed and caused to be lodged with the Registrar a consent in writing to act as a director.
Validity of acts of directors
The acts of a director of a Langkawi company shall be valid notwithstanding any defect that may be discovered in his appointment or qualification.
Registrar’s power to restrain persons from managing Langkawi companies
(1) The Registrar may issue a direction that a person who, in Langkawi or elsewhere— (a) has been convicted of an offence in connection with the promotion, formation or management of a corporation; (b) has been convicted of any act involving fraud or dishonesty; or (c) is an undischarged bankrupt or insolvent, be disqualified from acting as a director or promoter of, or being in any way directly or indirectly concerned with or taking part in the management of, a Langkawi company. (2) After a direction has been issued by the Registrar under subsection (1), a Langkawi company shall not thereafter appoint or retain a person so disqualified as a director, and a person so disqualified who acts in contravention of that direction without leave of the Court shall be guilty of an offence against this Act. Penalty: Ten thousand ringgit.
Disclosure of interest in contracts, property, office, etc.
(1) Subject to this section, every director of a Langkawi company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall, as soon as practicable after the relevant facts have come to his knowledge, declare the nature of his interest at a meeting of the directors of the company or cause to be circulated in writing to all the other directors particulars of his interest. (2) Subsection (1) shall not apply in a case where the interest of the director of a Langkawi company consists only in him being a member or creditor of another Langkawi company which is interested in a contract or proposed contract with the firstmentioned company, if that interest may properly be regarded as not being a material interest. (3) Subject to any contrary provision in the articles of association of a Langkawi company, a director of the company shall not, for the purposes of this section, be deemed to be interested in or to have at any time been interested in a contract or proposed contract, by reason that the contract or proposed contract— (a) has been or will be made with; (b) is for the benefit of; or (c) is on behalf of, a company which, by virtue of the provisions of section 4, is deemed to be a related company, and that he is also a director of that company. (4) For the purposes of subsection (1), a general notice given to the directors of a Langkawi company by a director to the effect that he is an officer or a member of a specified Langkawi company or a member of a specified firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made, but no such notice shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to ensure it is brought up and read at the next meeting of the directors after it is given. (5) Every director of a Langkawi company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as a director, shall declare at a meeting of the directors of the company or cause to be circulated in writing to the other directors the fact and the nature, character and extent of the conflict. (6) The declaration required of a director under subsection (5) shall be made at the first meeting of the directors held— (a) after he becomes a director; or (b) (if he is already a director) after he commences to hold the office or to possess the property, unless the fact has already been circulated in writing before that meeting. (7) Every declaration under this section shall be recorded in the minutes of the meeting at which it was made. (8) This section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the articles of association of a Langkawi company restricting a director of that company from having any interest in contracts with the company or from holding offices or possessing properties involving duties or interests in conflict with his duties or interests as a director.
Duty and liability of officers
(1) Every officer of a Langkawi company shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office. (2) An officer of a Langkawi company shall not make improper use of any information acquired by reason of his office to gain, whether directly or indirectly, an advantage for himself or any other person or to cause detriment to the company. (3) An officer of a Langkawi company who contravenes this section shall be— (a) liable to the company for any profit made by him and for any damage suffered by the company as a result of such breach; and (b) guilty of an offence against this Act. (4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duties or liabilities of directors or officers of a company.
Secretary
(1) Every Langkawi company shall appoint one or more secretaries, at least one of whom shall be a management entity and who shall also be the resident secretary of the Langkawi company. (2) Subject to any contrary provision in the memorandum and articles of association of a Langkawi company, a secretary of a Langkawi company may be a corporation and such corporation may act by itself or through a nominee appointed in writing and may be appointed or may act as a secretary of more than one company. (3) Every secretary of a Langkawi company shall be appointed by the directors of the company. (4) Subject to subsection (5), the resident secretary of a Langkawi company shall be responsible for the compliance by the company with the requirements of this Act in relation to the lodging of all documents with the Registrar, the maintenance of the company’s records at the registered office of the company and the dealing with communications served to the company at its registered office. (5) Notwithstanding any other provision in this Act to the contrary, the resident secretary shall not be liable as an officer of the company to any penalty provided for in this Act save for anything done or omitted to be done by him in carrying out the duties of his office, nor shall he be liable for any damage caused to or suffered by any person howsoever arising otherwise than by reason of his wilful misconduct, wilful default or wilful neglect. (6) A Langkawi company shall immediately pay any costs, charges and expenses incurred by the resident secretary in respect of anything done under this Act on behalf of the company.
Register of directors and officers
(1) Every Langkawi company shall keep at its registered office in Langkawi a register of its directors and officers. (2) The register shall contain with respect to each director, in the case of an individual, his present full name and any former name, his usual residential address and identification (if any) or, in the case of a corporation, the corporation’s full name and the address of its registered office and the names of its authorized nominees and representatives in Langkawi, if any. (3) The register shall contain with respect to each officer, in the case of an individual, his present full name and any former name, his usual residential address and identification (if any) and, where applicable, the name of a management entity of which he is an officer and the address of its registered office or, in the case of a corporation, the corporation’s full name and the address of its registered office. (4) The register kept by a Langkawi company shall be open for inspection by any director, member or auditor of the company only and without any charges. (5) A Langkawi company shall lodge with the Registrar— (a) within one month after its incorporation, a return in the prescribed form containing, in relation to its directors and secretaries, the particulars required to be specified in the register; (b) within one month after a person named in a return ceases to be a director or secretary of the company, a return in the prescribed form notifying the Registrar of the change and containing with respect to each then director or secretary of the company the particulars required to be specified in the register and the date of cessation; (c) within one month after a person becomes a director or secretary of the company, a return in the prescribed form notifying the Registrar of that fact and containing the particulars required to be specified in the register and the date of appointment; and (d) within one month of any change in the prescribed particulars of directors and secretaries, a notice in the prescribed form notifying the Registrar of the change. (6) If a default is made by a Langkawi company in complying with any provision of this section, the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Five thousand ringgit. Default penalty. (7) In this section, ‘identification” means, in the case of any person issued with an identity card, the number of the identity card, and in the case of a person not issued with an identity card, particulars of passport or such other similar evidence of identification as is available.
Offence against any provision of this Act committed by directors and secretaries
Where any offence against any provision of this Act has been committed by the management entity acting as a director or resident secretary of a Langkawi company, any person who at the time of the commission of the offence was a director or an officer of the management entity or was purporting to act in any such capacity, or was in any manner or to any extent responsible for the management of any of the affairs of such management entity, or was assisting in such management, shall be guilty of that offence.
Meetings of members
(1) Subject to any limitations in the memorandum or articles of association, the directors of a Langkawi company may convene meetings of the members of the company in such manner and at such times and places within or outside Langkawi as the directors consider necessary or desirable. (2) The directors of a Langkawi company, notwithstanding anything in the articles of association, shall, on the requisition of ten or more members, or members holding at the date of the deposit of the requisition not less than one-tenth of the total paid-up capital of the company, immediately proceed to convene a meeting of members. (3) Subject to any limitations in the memorandum or articles of association, a member shall be deemed to be present at a meeting of members if— (a) he participates by telephone or other electronic means; and (b) all members participating in the meeting are able to hear each other and recognize each other’s voice, and for this purpose participation constitutes prima facie proof of recognition. (4) A member may be represented at a meeting of members by a proxy who may speak and vote on his behalf. (5) The following provisions apply in respect of joint ownership of shares: (a) if two or more persons hold shares jointly, each of them may be present in person or by proxy at a meeting of members and may speak as a member; (b) if only one of them is present in person or by proxy, he may vote on behalf of all of them; and (c) if two or more of them are present in person or by proxy, they shall vote as one.
Notice of meetings of members
(1) Subject to any requirement in the memorandum or articles of association to give a longer notice, the directors shall give not less than seven days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the register of members referred to in section 76 and who are entitled to vote at the meeting. (2) Notwithstanding subsection (1), but subject to any limitations in the memorandum or articles of association, a meeting of members held in contravention of the requirement to give notice is valid if members holding a ninety per centum majority, or such lesser majority as may be specified in the memorandum or articles of association, of— (a) the total number of the shares of the members entitled to vote on all the matters to be considered at the meeting; or (b) the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes, have waived notice of the meeting; and for this purpose, the presence of a member at the meeting shall be deemed to constitute a waiver on his part. (3) The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received the notice, shall not invalidate the meeting.
Quorum, chairman, voting, etc., at meetings
(1) Except as otherwise provided in the articles of association of a Langkawi company, where a Langkawi company has more than one member, and two or more members are present at a meeting of members, the members present shall be a quorum, and at the meeting— (a) any member elected by those members may be chairman of the meeting; and (b) every member shall have one vote in respect of each share held by him. (2) On a poll taken at a meeting, a person entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. (3) A corporation may, by resolution of its directors or other governing body— (a) if it is a member of a Langkawi company, authorize such person as it thinks fit to act as its representative either at a particular meeting of members or at all meetings of members of the company or of any class of members; or (b) if it is a creditor, including a holder of debentures, of a Langkawi company, authorize such person as it thinks fit to act as its representative either at a particular meeting of members or at all meetings of any creditors of the company, and a person so authorized shall, in accordance with his authority and until his authority is revoked by the corporation, be entitled to exercise, on behalf of the corporation, the same powers as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company. (4) Where— (a) a person present at a meeting of members is authorized to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and (b) the person is not otherwise entitled to be present at the meeting, the corporation shall, for the purposes of subsection (1), be deemed to be personally present at the meeting. (5) A certificate under the seal of the corporation shall be prima facie evidence of the appointment or revocation of the appointment (as the case may be) of a representative pursuant to subsection (3). (6) Where— (a) a holding company is beneficially entitled to the whole of the issued shares of a subsidiary; or (b) a Langkawi company has only one member, and a minute is signed by a representative of the holding company authorized pursuant to subsection (3) or signed by the sole member stating that any act, matter or thing, or any ordinary or special resolution, required by this Act or by the memorandum or articles of association of the subsidiary to be made, performed, or passed by or at an annual general meeting or an extraordinary general meeting of the subsidiary or the Langkawi company has been made, performed, or passed, that act, matter, thing or resolution shall, for all purposes, be deemed to have been duly made, performed, or passed by or at an annual general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.
Voting by members
(1) Except as otherwise provided in the memorandum or articles of association of a Langkawi company, all shares vote as one class and each share has one vote. (2) The directors of a Langkawi company may fix the date notice is given of a meeting as the record date for determining the shares that are entitled to vote at the meeting.
Action by consent of members in writing
Subject to any limitations in the memorandum or articles of association of a Langkawi company, an action that may be taken by members at a meeting of members may also be taken by a resolution of all members consented to in writing, or by telex, telegram, telefax, cable or other written electronic communication, without the need for any notice.
Power of Court to order meetings to be called
(1) If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the articles of association or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and the Court may give such ancillary or consequential directions as it thinks expedient. (2) Any meeting called, held and conducted in accordance with any direction made pursuant to this section shall, for all purposes, be deemed to be a meeting duly called, held and conducted.
Special resolution
(1) A resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of such members as being entitled to vote in person or, where proxies are allowed, by proxy, at a meeting of members of which not less than twenty-one days notice specifying the intention to propose the resolution as a special resolution has been duly given. (2) Notwithstanding subsection (1), if it is so agreed by a majority in number of the members having the right to vote at the meeting, being a majority which together holds in aggregate not less than seventy-five per centum of the total votes of the members entitled to vote, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days notice has been given.
Lodgement of copies of certain resolutions and agreements
(1) A printed copy of every resolution or agreement to which this section applies shall, within fourteen days after the passing or making thereof, be lodged by the Langkawi company with the Registrar. (2) A copy of every such resolution or agreement for the time being in force shall be embodied in or annexed to every copy of the memorandum, articles of association or prospectus, as the case may be, and where so varied, issued after the passing of the resolution or the making of the agreement. (3) Where the articles of association of a Langkawi company have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request on payment of such amount (if any) not exceeding the amount prescribed, as the company directs. (4) This section shall apply to— (a) special resolutions; (b) resolutions which have been agreed to by all the members of a Langkawi company, being resolutions which, if not so agreed to, would not have been effective for the purposes of the resolutions unless they had been passed as special resolutions; (c) resolutions or agreements which have been agreed to by all the members of the same class of shareholders, being resolutions which, if not so agreed to, would not have been effective for the purposes of the resolutions unless they had been passed by some particular majority or otherwise in some particular manner; and (d) all resolutions or agreements which effectively bind all the members of any class of shareholders whether agreed to by all members of that class or not. (5) If a Langkawi company fails to comply with subsection (1), the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Five thousand ringgit. Default penalty. (6) If a Langkawi company fails to comply with subsection (2) or (3), the company and every officer of the company who is in default shall be guilty of an offence against the Act. Penalty: Fifty ringgit for each copy in respect of which default is made. (7) For the purposes of subsections (5) and (6), a liquidator of a Langkawi company shall be deemed to be an officer of the company.
Minutes of proceedings
(1) Every Langkawi company shall cause minutes of all proceedings of meetings of members and of meetings of directors to be entered in books kept for that purpose. (2) Unless the Registrar otherwise directs, all minute books of a Langkawi company shall be kept at the registered office of the company but duplicates of the minute books or any of them may be kept elsewhere and shall be open for inspection without any charge by any member.
Register of members
(1) Every Langkawi company shall keep a register of its members and enter in the register— (a) the names, nationalities and addresses, and any other relevant information and particulars, as may be prescribed in the articles of association, of the members, and a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; (b) the date at which the name of each person was entered in the register as a member; (c) the date at which any person who ceased to be a member during the previous seven years so ceased to be a member; and (d) the date of every allotment of shares to members and the number of shares comprised in each allotment. (2) The register of members shall be prima facie evidence of any matters inserted in the register as required or authorized by this Act. (3) If default is made in complying with this section by a Langkawi company, the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Five thousand ringgit. Default penalty.
Place to keep register
(1) Unless the Registrar otherwise directs, the register of members of a Langkawi company shall be kept at the registered office of the company and shall be open for inspection without any charge by any member only. (2) Notwithstanding subsection (1), every Langkawi company shall, within one month after the register is first kept at a place other than the registered office of the company, lodge with the Registrar notice of the place where the register is kept and shall, within one month after any change in the place at which the register is kept, lodge with the Registrar notice of the change.
Consequences of default by agent
Where the register of members is kept at some place other than the registered office of a Langkawi company and by reason of any default of the person in charge of such place the company fails to comply with section 77 or with any other requirements of this Act as to the production of the register, that person shall be liable to the same penalties as if he were an officer of the company who was in default.
Power of Court to rectify register
(1) If, in relation to a Langkawi company— (a) the name of any person is, without sufficient cause, entered in or omitted from the register; or (b) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member, the person aggrieved or any member of the company may apply to the Court for rectification of the register, and the Court may refuse the application or may direct rectification of the register and payment by the company of any damages sustained by any party to the application. (2) On an application under subsection (1), the Court may decide— (a) any question relating to the right or title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members on the one hand and the Langkawi company on the other hand; and (b) generally, any question necessary or expedient to be decided for the rectification of the register. (3) The Court when making an order for rectification of the register shall by its order direct a notice of the rectification to be lodged with the Registrar. (4) No application for the rectification of a register in respect of an entry that was made in the register more than thirty years before the date of the application shall be entertained by the Court.
Returns of Langkawi company
(1) The Registrar may, as the circumstances deem necessary by written notice, require a Langkawi company to lodge with the Registrar a return in respect of that company for a particular calendar year. (2) The return shall contain prescribed particulars and be in accordance with the form as prescribed for the purpose or as near thereto as circumstances permit, and shall be signed by a director or secretary of the company. (3) If a Langkawi company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Ten thousand ringgit. Default penalty.
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).