COMPANIES ACT 2016

LAWS OF MALAYSIA ONLINE VERSION OF UPDATED TEXT OF REPRINT Act 777 COMPANIES ACT 2016 As at 1 August 2022 This text is ONLY AN UPDATED TEXT of the Companies Act 2016 by the Attorney General’s Chambers. Unless and until reprinted pursuant to the powers of the Commissioner of Law Revision under subsection 14(1) of the Revision of Laws Act 1968 [Act 1], this text is NOT AN AUTHENTIC TEXT. 2 COMPANIES ACT 2016 Date of Royal Assent … … … 31 August 2016 Date of publication in the Gazette … … … 15 September 2016 English text authoritative … … … P.U. (B) 408/2016 … … … 1 August 2022 … 2018 to be Latest amendment made by P.U. (A) 231/2022 which came into operation on PREVIOUS REPRINTS First Reprint … … 3 LAWS OF MALAYSIA Act 777 COMPANIES ACT 2016 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and commencement 2. Interpretation 3. Definition of “corporation” 4. Definition of “subsidiary and holding company” 5. Definition of “ultimate holding company” 6. Definition of “wholly-owned subsidiary” 7. When corporations deemed to be related to each other 8. Interests in shares PART II FORMATION AND ADMINISTRATION OF COMPANIES Division 1 Types of Companies 9. Essential requirements of a company 10. Types of companies 11. Private or public company 12. Prohibition on companies limited by guarantee with a share capital 13. Prohibition for unincorporated associations, etc. 4 Laws of Malaysia ACT 777 Division 2 Incorporation and Its Effects Section 14. Application for incorporation 15. Registration for incorporation 16. Power to refuse registration of incorporation 17. Certificate of incorporation 18. Effect of incorporation 19. Notice of registration as conclusive evidence 20. Separate legal entity 21. Companies have unlimited capacity Division 3 Restriction on Subsidiary Being Member of Its Holding Company 22. Membership of holding company 23. Subsidiary acting as a participating dealer 24. Protection of third parties in other cases where a subsidiary acts as a dealer in securities Division 4 Name of Company 25. Name of company 26. Availability of name 27. Confirmation of availability and reservation of name 28. Change of name 29. Power of Registrar to direct a change of name 30. Publication of name Companies 5 Division 5 Constitution of a Company Section 31. Constitution of a company 32. Company may adopt a constitution 33. Effect of constitution 34. Form of constitution 35. Contents of a company’s constitution 36. Company may alter or amend constitution 37. Court may alter or amend constitution 38. Company limited by guarantee shall have a constitution 39. Non-application of doctrine of constructive notice Division 6 Conversion of Company Status 40. Conversion from an unlimited company to a limited company 41. Conversion from public companies to private companies or private companies to public companies Division 7 Provisions Applicable to Certain Types of Companies 42. Private companies 43. Prohibition of private companies to offer shares or debentures or invite to deposit money 44. Offer to the public 45. Company limited by guarantee Division 8 Registered Office and Registers 46. Registered office and office hours 47. Documents to be kept at registered office 6 Laws of Malaysia ACT 777 Section 48. Inspection of documents and records kept by company 49. Forms of documents and other means for recording of documents 50. Register of members 51. Duty to notify of particulars and changes in the register of members 52. Index of members of company 53. Branch register of members 54. Place where register of members and index to be kept 55. Inspection and closing of register of members and index 56. Power of company to require disclosure of beneficial interest in its voting shares 57. Register of directors, managers and secretaries 58. Duty to notify of particulars and changes of director, manager and secretary 59. Register of directors’ shareholdings, etc. 60. Register of debenture holders and copies of trust deed Division 9 Execution of Documents 61. Company seals 62. Official seal for use abroad 63. Official seal for share certificates, etc. 64. Company contracts 65. Pre-incorporation contract 66. Execution of documents 67. Execution of deeds Division 10 Annual Return 68. Duty to lodge annual return Companies PART III MANAGEMENT OF COMPANY Division 1 Share and Capital Maintenance Subdivision 1 Share Capital Section 69. Types of shares 70. Nature of shares 71. Rights and powers attached to shares 72. Preference shares 73. Prohibition to issue bearer’s share warrants 74. No par value shares 75. Exercise of power of directors to allot shares or grant rights 76. Allotment of shares or grant of rights with company approval 77. Registration of allotment in the register of members 78. Return of allotment 79. General prohibition of commissions, discounts and allowances 80. Permitted commissions 81. Differences in calls and payments, etc. 82. Calls on shares 83. Forfeiture of shares 84. Power of company to alter its share capital 85. Pre-emptive rights to new shares 86. Conversion of shares into stock 87. Rights and privileges of stockholders 88. Rights attached to shares 89. Classes of shares 90. Description of shares of different classes 7 8 Laws of Malaysia ACT 777 Section 91. Variation of class rights 92. Notifying shareholders of variation 93. Disallowance or confirmation of variation by Court 94. Delivery of order of Court to Registrar 95. Notifying Registrar of variation 96. Variation includes abrogation Subdivision 2 Share Certificate, Title, Transfer and Transmission 97. Issuance of share certificate 98. Application for issuance of share certificate 99. Delivery of share certificate 100. Numbering of shares 101. Registration of members constitute as evidence of legal title 102. Duty of secretary to enter issuance and transfer of shares in the register of members 103. Rectification 104. Loss or destruction of certificates 105. Requirement for instrument of transfer 106. Registration of transfer or refusal of registration 107. Order of Court for registration 108. Validation of shares improperly issued 109. Registration of transmission of shares or debentures 110. Limitation of liability of trustee, etc., registered as owner of shares 111. Lien on shares Subdivision 3 Solvency Statement 112. Solvency test 113. Solvency statement Companies 9 Section 114. Offences regarding solvency statement Subdivision 4 Reduction of Share Capital 115. Company may reduce its share capital 116. Reduction of share capital by Court 117. Reduction of share capital by private or public company 118. Creditor’s right to object to the reduction of the share capital by the company 119. Position at end of period for objection by creditor 120. Power of Court in relation to objection by creditor 121. Offences for making groundless or false statements 122. Liability of members on reduced shares Subdivision 5 Assistance by a Company in the Purchase of Its Own Shares 123. Financial assistance by a company in dealings in its shares, etc. 124. Consequences of failing to comply with this Subdivision 125. General exceptions 126. Financial assistance not exceeding ten per centum of shareholders’ funds 127. Purchase by a company of its own shares, etc. 128. Options to take up unissued shares 129. Register of options to take up unissued shares in a company 130. Power of company to pay interest out of capital in certain cases Subdivision 6 Dividends 131. Distribution out of profit 132. Distribution only if company is solvent 10 Laws of Malaysia ACT 777 Section 133. Recovery of distribution Subdivision 7 Substantial Shareholdings 134. Application and interpretation 135. Persons obliged to comply with Subdivision 136. Substantial shareholdings and substantial shareholders 137. Substantial shareholder to notify company of his interests 138. Substantial shareholder to notify company of change in his interests 139. Person who ceases to be substantial shareholder to notify company 140. References to operation of interests in shares 141. Copy of notice to be served on the Registrar 142. Notice to non-residents 143. Registrar may extend time for giving notice under this Subdivision 144. Company to keep and maintain register of substantial shareholders 145. Powers of Court with respect to defaulting substantial shareholders Subdivision 8 The Central Depository System—a Book-Entry or Scripless System for the Transfer of Securities 146. Interpretation 147. Depositor deemed to be member 148. Transfer of securities is by way of book entry 149. Rectification of record of depositors 150. Non-application of section 472 to disposition made by way of book entry 151. Exemption from this Subdivision Companies 11 Subdivision 9 Prospectus Section 152. Application of Subdivision 9 153. Power of Minister to exempt the application of Subdivision 9 154. Requirement to register and lodge prospectus 155. Registration of prospectus 156. Refusal to register a prospectus 157. Keeping of documents relating to prospectus 158. Invitations to the public to lend money to or to deposit money with a corporation 159. Form and content of prospectus 160. Consent from person to issue prospectus containing his statement 161. Relief from requirements as to form and content of prospectus 162. Retention of over-subscription in issuance of debenture 163. Certain advertisements deemed to be prospectuses 164. Document containing offer of shares for sale to be deemed prospectus 165. Information memorandum deemed to be prospectus 166. Supplemental prospectus or replacement prospectus 167. Civil liability for misstatement in prospectus 168. Criminal liability for misstatement in prospectus 169. Persons not to be taken to have authorized or caused issue of prospectus 170. Stop order Subdivision 10 Debentures 171. Application of Subdivision 10 172. Specific performance of contracts 173. Perpetual debentures 12 Laws of Malaysia ACT 777 Section 174. Power to re-issue redeemed debentures 175. Deposit of debentures to secure advances 176. Qualifications of trustee for debenture holders 177. Duties of trustee 178. Retirement of trustee 179. Contents of trust deed 180. Power of Court in relation to certain irredeemable debentures 181. Power of trustee to apply to Court for directions, etc. 182. Obligations of borrowing corporation 183. Obligation of guarantor corporation to furnish information 184. Loans and deposits to be immediately refundable on certain events 185. Liability of trustee for debenture holders Subdivision 11 Restrictions on Allotment and Commencement of Business 186. Prohibition of allotment unless minimum subscription received 187. Application for moneys to be held in trust until allotment 188. Restriction on allotment in certain cases 189. Requirements as to statements in lieu of prospectus 190. Restrictions on commencement of business in certain circumstances 191. Restriction on varying contracts referred to in prospectus, etc. Division 2 Members, Directors and Officers of Companies Subdivision 1 Members 192. Liability of members 193. Liability for calls and forfeiture Companies 13 Section 194. Shareholders not bound to acquire additional shares by alteration to constitution 195. Members’ rights for management review Subdivision 2 Directors 196. Directors of company 197. Persons connected with directors 198. Persons disqualified from being a director 199. Power of Court to disqualify persons from acting as director or promoter 200. Power of Registrar to remove name of disqualified di