LANGKAWI INTERNATIONAL YACHTING COMPANIES ACT 2005

Langkawi International Yachting Companies LAWS OF MALAYSIA Reprint Act 643 Langkawi international yachting companiEs act 2005 Incorporating all amendments up to 1 January 2006 Published by The Commissioner of Law revision, Malaysia Under the Authority of the Revision of Laws Act 1968 in Collaboration with Percetakan Nasional Malaysia Bhd 2006   Langkawi International yachting companies act 2005 Date of Royal Assent ... … … … 19 August 2005 Date of publication in the Gazette … 1 September 2005  LAWS OF MALAYSIA Act 643 LANGKAWI INTERNATIONAL YACHTING COMPANIES ACT 2005 ARRANGEMENT OF SECTIONS Part I PRELIMINARY Section 1. Short title and commencement 2. Interpretation 3. Definition of subsidiary and holding company 4. Related companies 5. Non-application of Companies Act 1965 6. Permitted and prohibited purposes and activities of Langkawi company Part II ADMINISTRATION OF ACT 7. Registrar of Companies 8. Power to obtain information 9. Power to conduct inspection 10. Power to conduct investigation 11. Power to examine persons 12. Lodgement or filing of documents with Registrar 13. Electronic lodgement or filing of documents 14. Evidentiary value of electronically lodged or filed documents 15. Original copies to be kept at office of management entity 16. Approved auditors 17. Company auditors 19. Registers 18. Approved liquidators  Laws of Malaysia Act 643 Part III CONSTITUTION OF COMPANIES Division 1 INCORPORATION Section 20. Formation of companies 21. Registration and incorporation 22. Application for registration of foreign company as being continued in Langkawi 23. Prior approval in principle 24. Requirements as to memorandum Division 2 STATUS AND NAME 25. Power of companies 26. Ultra vires transactions 28. Change of name 27. Name of Langkawi companies 29. Articles of association 30. Alteration of memorandum or articles of association 31. Copies of memorandum and articles of association 32. Transactions and establishment of a branch 33. Prohibition against carrying on business when Langkawi company has no members Part IV SHARES AND CHARGES Division 1 SHARES 34. Return of allotment 36. Reserve liability 35. Calls Langkawi International Yachting Companies  Section 37. Share premium account 38. Power to issue shares and voting rights 39. Dealing by a Langkawi company in its own shares, etc. 40. Cancellation of reacquired shares by a Langkawi company 41. Issue of shares at a discount 42. Alteration of share capital 43. Validation of shares improperly issued 44. Special resolution for reduction of share capital 45. 46. 47. Rights of holders of preference shares to be set out in articles of association Redeemable preference shares Restriction on inviting investments from public Division 2 TITLE AND TRANSFERS 48. Nature of shares 49. Numbering of shares 50. Certificate to be evidence of title 51. Langkawi company may have share seal 52. Instruments of transfer and transfer by personal representative 53. Duties of Langkawi company with respect to issue of certificate Division 3 REGISTER OF CHARGES 54. Non-application of Division 55. Register of charges Part V MANAGEMENT AND ADMINISTRATION Division 1 OFFICE AND NAME 56. Registered office of Langkawi company  Laws of Malaysia Act 643 Section 57. Name to be displayed at all offices and to appear on seals, letters, etc. Division 2 DIRECTORS AND OFFICERS 58. Directors 59. Consent to act as director 61. Registrar’s power to restrain persons from managing Langkawi companies 60. Validity of acts of directors 62. Disclosure of interest in contracts, property, office, etc. 63. Duty and liability of officers 64. Secretary 65. Register of directors and officers 66. Offence against any provision of this Act committed by directors and secretaries Division 3 MEETINGS AND PROCEEDINGS 67. Meetings of members 68. Notice of meetings of members 69. Quorum, chairman, voting, etc., at meetings 70. Voting by members 71. Action by consent of members in writing 72. Power of Court to order meetings to be called 73. Special resolution 74. Lodgement of copies of certain resolutions and agreements 75. Minutes of proceedings Division 4 REGISTER OF MEMBERS 76. Register of members 77. Place to keep register Langkawi International Yachting Companies Section 78. Consequences of default by agent 79. Power of Court to rectify register Division 5 RETURNS OF COMPANY 80. Returns of Langkawi company Part VI ACCOUNTS AND AUDIT Division 1 ACCOUNTS 81. Accounts to be kept 82. Accounts to be laid before meeting 83. Accounts to be sent to members Division 2 AUDIT 84. Auditor to be appointed 85. Auditor not required in certain circumstances 86. Removal and resignation of auditors 87. Remuneration of auditor 88. Auditor may attend meetings 89. Rights and duties of auditors Part VII ARRANGEMENT AND RECONSTRUCTION 90. Arrangement 91. Regulations in respect of takeovers and mergers   Laws of Malaysia Act 643 Part VIII FOREIGN LANGKAWI COMPANIES Section 92. Application and interpretation 93. Registration of foreign Langkawi companies 95. Registered office of foreign Langkawi companies 94. Prohibition and restriction on foreign Langkawi companies 96. Return to be lodged where documents, etc., altered 97. Service on foreign Langkawi companies 98. Cessation of business in Langkawi 99. Liquidation or dissolution of a foreign Langkawi company in place of incorporation or origin 100. Name of foreign Langkawi companies 101. Returns of foreign Langkawi company Part IX MANAGEMENT ENTITY 102. Authorization of management entity 103. Revocation of authorization Part X MISCELLANEOUS 104. Receivership and winding up 105. Service of documents on Langkawi companies 106. Transfer from Langkawi 107. Costs of proceedings before Court 108. Security for costs 109. Disposal of shares of shareholder whose whereabouts are unknown 110. Power to grant relief 111. Irregularities in proceedings 112. Translation of instruments 113. Dividends payable from profits only 114. Use of word “Corporation”, etc. Langkawi International Yachting Companies Section 115. General penalty 116. Default penalty 117. Prosecution 118. Compounding of offences 120. Regulations 119. Procedure where none laid down 121. Prohibition by Minister 122. Secrecy 123. Power of exemption 124. Fees, penalties and striking off 125. Company struck off liable for fees, etc. 126. Fees payable to Registrar 127. Effect of striking off Schedule  10 Laws of Malaysia Act 643 11 Langkawi International Yachting Companies LAWS OF MALAYSIA Act 643 *LANGKAWI INTERNATIONAL YACHTING COMPANIES ACT 2005 An Act to provide for the incorporation, registration and administration of international yachting companies in Langkawi and for matters connected therewith. [ ] ENACTED by the Parliament of Malaysia as follows: Part I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Langkawi International Yachting Companies Act 2005. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette. Interpretation 2. (1) In this Act, unless the context otherwise requires— “yacht-related activities” means yacht ownership, ownership of aircraft (mainly helicopters) that is carried on board a yacht, yacht management, yacht crewing and training, yacht chartering, yacht broking or otherwise marketing, yacht supplies and services, yacht security, yacht-related recreational or holiday activities or facilities, or any other businesses relating to yachts and yachting as the Registrar may determine; * NOTE—This Act is not yet in force. 12 Laws of Malaysia Act 643 “books” includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any document; “month” means a period of thirty days; “debenture” means any securities of a corporation in relation to a charge on the assets of the corporation; “printed” includes typewritten or lithographed or reproduced by any mechanical means; “certified” means certified in the prescribed manner to be a particular document or to be a true copy of the document; “lodged” means lodged in accordance with the provisions of this Act; “prescribed” means prescribed by or under this Act; “document” includes summons, order and other legal process, and notice and register; “dollar” means a dollar unit of the currency of the United States of America; “management entity” means the corporation authorized by the Minister to act on behalf of a Langkawi company or foreign Langkawi company under section 102 of this Act; “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; “approved auditor” means a person approved under subsection 16(1); “Langkawi” means Langkawi Island and all adjacent islands lying nearer to Langkawi Island than to the mainland; “Court” means the High Court or a judge thereof; “memorandum”, in relation to a Langkawi company, means the memorandum of association of that company for the time being in force, and in relation to a foreign Langkawi company, means Langkawi International Yachting Companies 13 the charter, statute, memorandum of association or instrument constituting or defining the constitution of the company; “Minister” means the Minister charged with the responsibility for domestic trade and consumer affairs; “issued share capital”, in relation to par value shares, means, at any particular time, the sum of the par value of all shares of a Langkawi company that have been issued; “person” includes a corporation, partnership, body of persons and corporation sole; “expert” means an engineer, valuer, accountant, auditor and any other person whose profession or reputation gives authority to a statement made by him; “officer”, in relation to a Langkawi company or foreign Langkawi company, includes— (a) any director, secretary or other person appointed under a directors’ resolution to hold a specified office; (b) any receiver and manager of any part of the undertaking of the company appointed under a power contained in any instrument; and (c) any liquidator of the company appointed in a voluntary winding up; but does not include— (d) any receiver who is not also a manager; (e) any receiver and manager appointed by the Court; or (f) any liquidator appointed by the Court or by the creditors; “approved liquidator” means a person approved under subsection 18(1); “resident” means— (a) in relation to a natural person, a citizen or permanent resident of Malaysia; or 14 Laws of Malaysia Act 643 (b) in relation to any other person, a person who has established a place of business and is operating in Malaysia, and includes a person who is declared to be a resident pursuant to section 43 of the Exchange Control Act 1953 [Act 17]; “promoter”, in relation to a prospectus issued by or in connection with a Langkawi company, means a promoter of the company who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include any person by reason only of his acting in a professional or advisory capacity; “contributory”, in relation to a Langkawi company, means a person liable to contribute to the assets of the company in the event of it being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory; “Registrar” means the Registrar of Companies under the Companies Act 1965 [Act 125], and includes any Regional Registrar, Deputy Registrar or Assistant Registrar of Companies; “director” means any person, by whatever name called, occupying the position of director of a Langkawi company or foreign Langkawi company, and includes a person i