COMPANIES COMMISSION OF MALAYSIA ACT 2001

LAWS OF MALAYSIA _____________ ONLINE VERSION OF UPDATED TEXT OF REPRINT _____________ Act 614 COMPANIES COMMISSION OF MALAYSIA ACT 2001 As at 1 March 2018 2 COMPANIES COMMISSION OF MALAYSIA ACT 2001 Date of Royal Assent … … 6 September 2001 Date of publication in the Gazette … … 27 September 2001 Latest amendment made by P.U.(A) 13/2018 which came into operation on … … 1 February 2018 PREVIOUS REPRINTS … … … … 2002 Second Reprint … … … … 2006 First Reprint 3 LAWS OF MALAYSIA Act 614 COMPANIES COMMISSION OF MALAYSIA ACT 2001 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and commencement 2. Interpretation PART II THE COMMISSION 3. Establishment of the Commission 4. Vesting provisions 5. Common seal 6. Membership of the Commission 7. Tenure of office 8. Revocation and resignation 9. Vacation of office 10. Remuneration or allowance 11. The Chief Executive Officer and Deputies Chief Executive Officer 12. Meetings 13. The Commission may invite others to meetings 14. Power of Minister to give directions and require information 15. Disclosure of interest 16. Minutes 4 Laws Of Malaysia PART III FUNCTIONS AND POWERS OF THE COMMISSION Section 17. Functions of the Commission 18. Powers of the Commission 19. The Commission may establish committees 20. Delegation of the Commission’s functions or powers PART IIIA FUNCTIONS AND POWERS OF THE REGISTRAR 20A. Registrar, Deputy Registrars and Assistant Registrars 20B. Court to take judicial notice of seal, etc. of Registrar, etc. PART IIIB ISSUANCE OF GUIDELINES, PRACTICE NOTES, ETC. 20C. Power to issue guidelines, practice notes, etc. 20D. Power to publish information 20E. Power to take action PART IIIC LICENSING 20F. Power to grant and renew licence 20G. Application for grant and renewal of licence 20H. Suspension of licence 20I. Revocation of licence 20J. Surrender of licence ACT 614 Companies Commission of Malaysia PART IV PROVISIONS RELATING TO EMPLOYEES Section 21. Employment of Government employees 22. Appointment of other employees, agents and consultants 23. Regulations with respect to employment 24. Continuation and completion of disciplinary proceedings 25. Protection from personal liability 26. Public servants 27. Public Authorities Protection Act 1948 PART IVA INVESTIGATION AND ENFORCEMENT PROVISIONS 27A. Powers of enforcement, inspection and investigation 27B. Power to require information 27C. Power to conduct inspection 27D. Power to investigate 27E. Search and seizure with warrant 27F. Search and seizure without warrant 27G. List of things seized 27H. Release of things seized 27I. No cost or damages arising from seizure to be recoverable 27J. Surrender of travel documents PART V FINANCE 28. The Fund 29. Expenditure to be charged on the Fund 30. Preparation of estimates 31. Conservation of the Fund 5 6 Laws Of Malaysia ACT 614 Section 32. Accounts and reports 33. Power to borrow 34. Investment 35. Payment to the Federal Consolidated Fund PART VI GENERAL 36. Institution of prosecution 37. Representation in civil proceedings 37A. Services of documents, notices, etc. 37B. Evidentiary value of documents issued in the name of the Chief Executive Officer or the Registrar 38. Obligation of secrecy 38A. Compounding of offences 38B. Offences by body corporate 38C. Destruction, concealment, mutilation and alteration of records 38D. Tipping-off 38E. Appeals 39. Power of Minister to amend the First and Second Schedules 40. Regulations FIRST SCHEDULE SECOND SCHEDULE 7 LAWS OF MALAYSIA Act 614 COMPANIES COMMISSION OF MALAYSIA ACT 2001 An Act to establish the Companies Commission of Malaysia, to provide for its functions and powers and for matters connected therewith. [16 April 2002, P.U. (B) 127/2002] ENACTED by the Parliament of Malaysia as follows: PART I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Companies Commission of Malaysia Act 2001. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette, and the Minister may appoint different dates for different provisions of this Act. Interpretation 2. In this Act, unless the context otherwise requires— “this Act” includes any subsidiary legislation made under this Act; “member” means a member of the Commission and includes the Chairman; 8 Laws Of Malaysia ACT 614 “business entity” means— (a) in the case of the Registration of Businesses Act 1956 [Act 197], any sole proprietorship or partnership; (b) in the case of the Companies Act 1965 [Act 125], a company, corporation or foreign company; and (c) in the case of the Limited Liability Partnerships Act 2012 [Act 743], a limited liability partnership or a foreign limited liability partnership; “document” has the meaning assigned to it in the Evidence Act 1950 [Act 56]; “rights” means all rights, powers, privileges and immunities, whether actual, contingent or prospective; “property” includes all property, movable and immovable, and all estates, interests, easements or rights, whether equitable or legal in, to or out of property, choses-in-action, money and goodwill; “committee” means any committee established by the Commission under section 19; “Chief Executive Officer” means the Chief Executive Officer appointed under section 11; “Fund” means the Fund established under section 28; “liabilities” means liabilities, debts, charges, duties and obligations of every description whether present or future, actual or contingent, and whether payable or to be observed or performed in Malaysia or elsewhere; “Minister” means the Minister charged with the responsibility for the registration of companies, trust companies, businesses and limited liability partnerships;  NOTE— The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777] w.e.f. 31 January 2017. Companies Commission of Malaysia 9 “Registrar” means the Registrar designated under subsection 20A(1); “Registrar of Businesses” means the Registrar of Businesses under the Registration of Businesses Act 1956; “Registrar of Companies” means the Registrar of Companies under the *Companies Act 1965; “Chairman” means the Chairman appointed under section 6; “corporation” has the meaning assigned to it in the *Companies Act 1965; “limited liability partnership” has the meaning assigned to it in the Limited Liability Partnerships Act 2012; “business” has the meaning assigned to it in the Registration of Businesses Act 1956; “Commission” means the Companies Commission of Malaysia established under section 3; “company” has the meaning assigned to it in the Companies Act 1965; “vesting date” means the date on which property, rights and liabilities specified by the Minister in the order under subsection 4(1), to which the Government of Malaysia, the Registrar of Companies and the Registrar of Businesses were entitled or subject to, are transferred to and vested in the Commission; “appointed date” means the date on which this Act comes into force; “vested”, in relation to property, includes having rights to property which are future or contingent and rights in reversion and remainder.  NOTE— The Companies Act 1965 [Act 125] has been repealed by the Companies Act 2016 [Act 777] w.e.f. 31 January 2017. 10 Laws Of Malaysia ACT 614 PART II THE COMMISSION Establishment of the Commission 3. (1) A body corporate by the name of “Companies Commission of Malaysia” is established. (2) The Commission shall have perpetual succession and a common seal. (3) The Commission may sue and be sued in its name. (4) Subject to and for the purposes of this Act, the Commission may, upon such terms as the Commission deems fit— (a) enter into contracts; (b) acquire, purchase, take, hold and enjoy movable and immovable property of every description; and (c) convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer, or otherwise dispose of, or deal with, any movable or immovable property or any interest in such property vested in the Commission. Vesting provisions 4. (1) Subject to this Act, the Minister may, from time to time, by order published in the Gazette, appoint a vesting date and on such date all property of the Government of Malaysia and all the rights or liabilities of the Government of Malaysia, the Registrar of Companies and the Registrar of Businesses specified by the Minister in such order shall, by virtue of this Act, be transferred to and vested in the Commission without any conveyance, assignment or transfer. (2) Every property vested by virtue of subsection (1) in the Commission shall be so vested in the Commission for the like title, Companies Commission of Malaysia 11 estate or interest and on the like tenure as the property was vested or held immediately before the vesting date. (3) Every chose-in-action vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person bound by the chose-in-action of the vesting effected under subsection (1). (4) Every right and liability vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person whose right or liability is affected by the vesting effected under subsection (1). (5) Any pending legal proceedings by or against the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses which relate to any property, right or liability transferred to and vested in the Commission by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Commission. (6) In the case of rights and liabilities arising under any loans which are vested in the Commission on the vesting date, the Commission may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any other party. (7) On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the Commission under subsection (1) to which the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses was a party immediately before the vesting date, whether in writing or not, and whether or not of such a nature that rights and liabilities under the agreement could be assigned by the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses, shall have effect as if the Commission had been a party to the agreement. 12 Laws Of Malaysia ACT 614 Common seal 5. (1) The common seal of the Commission shall bear such device as the Commission may approve and such seal may, from time to time, be broken, changed, altered and made anew as the Commission thinks fit. (2) The common seal shall be kept in the custody of the Chairman or any other person authorized by the Commission, and shall be authenticated by either the Chairman or by such authorized person or by any officer authorized by the Chairman in writing. (3) All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (2) shall, until the contrary is proved, be deemed to have been validly executed. (4) The common seal of the Commission shall be officially and judicially noticed. Membership of the Commission 6. (1) The Commission shall consist of the following members who shall be appointed by the Minister: (a) a Chairman; (b) the Chief Executive Officer;