Application and interpretation
(1) This Part applies to a foreign company only if it has a place of business or is carrying on business in Langkawi and is not registered under the Companies Act 1965.
(2) In this Part, the expression “carrying on business in Langkawi” means carrying on business in respect of yacht-related activities in, from or through Langkawi.
(3) Notwithstanding subsection (1), a foreign Langkawi company shall not be regarded as carrying on business in Langkawi by reason only of the fact that in Langkawi it—
(a) is or becomes a party to any action or suit or any administrative or arbitration proceedings or any claim or dispute; or
(b) conducts unsolicited isolated transactions that are completed within a period of thirty-one days, not being one of a number of similar transactions repeated more than twice.
Registration of foreign Langkawi companies
(1) A foreign company shall not have a place of business or carry on business in Langkawi unless it is registered as a foreign Langkawi company under this Part, and a foreign company which acts and every officer of the company who permits the foreign company to act in contravention of this subsection shall be guilty of an offence against this Act.
(2) Every foreign company shall, prior to establishing a place of business or carrying on business in Langkawi, lodge with the Registrar for registration—
(a) a certified copy of the certificate of its incorporation or registration in its place of incorporation or origin, or a document of similar effect;
(b) a certified copy of its charter, statute or memorandum and articles of association or other instrument constituting or defining its constitution;
(c) a list of its directors and officers containing similar particulars with respect to its directors as are required to be contained in the register of the directors and officers of a Langkawi company under section 65;
(d) where the list referred to in paragraph (c) includes directors resident in Langkawi who are members of the local board of directors, a memorandum duly executed by or on behalf of the foreign Langkawi company stating the powers of the local directors;
(e) a memorandum of appointment or power of attorney under the seal of the foreign Langkawi company or executed on its behalf in such manner as to be binding on the company and, in either case, verified in the prescribed manner, stating the name and address of a management entity that is authorized to accept on its behalf service of process and any notice required to be served on the company; and
(f) a statutory declaration in the prescribed form made by an officer of the management entity, and the Registrar may, on payment of the prescribed fees, and subject to this Act and any condition which he may impose, register the company under this Part as a foreign Langkawi company by registration of the documents.
(3) The Registrar shall issue a certificate in the prescribed form in respect of every registration of a foreign Langkawi company, and the certificate shall be conclusive evidence that the requirements as to registration have been complied with.
(4) Where a memorandum of appointment or power of attorney lodged with the Registrar in pursuance of paragraph (2)(e) is executed by a person on behalf of a foreign Langkawi company, a copy of the deed or document by which that person is authorized to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner, shall be lodged with the Registrar and the copy shall for all purposes be regarded as an original.
(5) A foreign Langkawi company shall pay an annual fee of such amount as may be prescribed not later than thirty days from 1 January of each calendar year.
Prohibition and restriction on foreign Langkawi companies
A foreign Langkawi company shall not carry on any business in Langkawi that a Langkawi company is prohibited to carry on.
Registered office of foreign Langkawi companies
Every foreign Langkawi company shall at all times have a registered office in Langkawi, which office shall be the principal office of a management entity.
Return to be lodged where documents, etc., altered
(1) Where any change or alteration is made in—
(a) the charter, statute, memorandum or articles of association of a foreign Langkawi company, or other instrument relating to the company, lodged with the Registrar;
(b) the directors of a foreign Langkawi company or in the name or address of any director;
(c) the address of the registered office of a foreign Langkawi company in its place of incorporation or origin;
(d) the name of a foreign Langkawi company;
(e) the powers of any directors resident in Langkawi who are members of the local board of directors of a foreign Langkawi company; or
(f) the management entity or the name or address of the management entity referred to in paragraph 93(2)(e),
the foreign Langkawi company shall, within one month after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as the regulations may require.
(2) Upon receipt of the aforesaid particulars of the change or alteration, the Registrar shall, subject to this Act, register the change or alteration.
(3) On the lodging with the Registrar of particulars of any change or alteration of the name of a foreign Langkawi company referred to in paragraph (1)(d), the Registrar shall issue a certificate in the prescribed form under his hand and seal, and that certificate shall be prima facie evidence in all Courts as to the change or alteration of the name of the company.
(4) If a foreign Langkawi company increases or decreases its authorized share capital, it shall, within thirty days after such change, lodge with the Registrar notice of the amount from which and to which it has been so changed.
(5) If a foreign Langkawi company not having a share capital increases the number of its members beyond the registered number, it shall, within thirty days after the increase was resolved or took place, lodge with the Registrar notice of the increase.
Service on foreign Langkawi companies
Any process or document required to be served on a foreign Langkawi company shall be sufficiently served if addressed to the foreign Langkawi company and left at or sent by post to its registered office in Langkawi, but—
(a) if at any time the registered office so notified has ceased to exist; or
(b) if for any other reason service of process or notice cannot be effected, the document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Langkawi, or, if no such place of business has been established, the document may be served on the company by registered post to any place of business of the company in the country of its incorporation.
Cessation of business in Langkawi
If a foreign Langkawi company ceases to have a place of business or to carry on business in Langkawi, it shall, within
one month after it so ceases, lodge with the Registrar notice of that fact, and as from the day on which the notice is so lodged, its obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar shall cease, and the Registrar shall immediately remove the name of the foreign Langkawi company from the register.
Liquidation or dissolution of a foreign Langkawi company in place of incorporation or origin
(1) If a foreign Langkawi company goes into liquidation or is dissolved in its place of incorporation or origin—
(a) the management entity shall, within one month after the commencement of the liquidation or dissolution or within such further time as the Registrar in special circumstances may allow, lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, a notice of such appointment;
(b) the Registrar shall, after receipt of the notice, immediately appoint a liquidator and, until the winding up of its affairs in Langkawi is completed, the foreign Langkawi company shall be deemed to continue to exist in Langkawi; and
(c) the Court shall be deemed to have ordered that it be wound up.
(2) The liquidator appointed by the Registrar shall get in all the assets of the foreign Langkawi company situate or recoverable in Langkawi and shall, in so doing, have all the powers of a liquidator of a Langkawi company.
(3) Before paying or transferring to a foreign liquidator of a foreign Langkawi company in the place where it was formed or incorporated any of the assets got within Langkawi, the liquidator appointed by the Registrar shall—
(a) pay to the Registrar all penalties, costs, fees and charges due and owing;
(b) pay the amount of all taxes payable under the Income Tax Act 1967 [Act 53]; and
(c) pay to any person resident in Langkawi to whom, at the time of the appointment of the liquidator in Langkawi,
any debt incurred bona fide by a foreign Langkawi company in respect of the supply of services to or for the foreign Langkawi company is due, the amount of such debt,
and such penalties, costs, fees, charges, taxes, and debts shall be a charge upon the assets of the foreign Langkawi company ranking after the costs of the liquidator appointed by the Registrar but in priority to all other charges and claims whatsoever.
(4) The provisions of Part X of the Companies Act 1965 relating to the striking-off from the register of the names of defunct companies shall apply mutatis mutandis to a foreign Langkawi company.
Name of foreign Langkawi companies
(1) Except with the consent of the Minister, a foreign 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) If a foreign Langkawi company is registered, either in error or otherwise, with a name with which it should not have been registered, the Registrar may, after giving thirty days notice to the foreign Langkawi company requiring it to change its name, strike the company from the register upon default by the company in complying with the requirement.
(3) No foreign Langkawi company shall use, in Langkawi or elsewhere, in respect of acts done or to be done in Langkawi, any name other than that under which it is registered under this Part, and every foreign Langkawi company and every officer of the company who knowingly authorizes or permits the default shall be guilty of an offence against this Act.
Returns of foreign Langkawi company
(1) A foreign Langkawi company shall make a return in respect of the company for every calendar year.
(2) The return shall contain the prescribed particulars and be in accordance with the form as prescribed for the purpose or as near thereto as circumstances permit.
(3) The Registrar may, as the circumstances deem necessary by written notice, require a foreign Langkawi company to lodge with the Registrar a return in respect of that company for a particular calendar year.
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).
