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1 -1. Short title and application.

(1) This Act may be cited as the Trustees (Incorporation) Act 1952 .

(2) This Act shall apply to Peninsular Malaysia only.

[Am. Act A1219]

1A -1A. Interpretation.

In this Act, unless the context otherwise requires-

  "certificate of incorporation"  means the certificate of registration of a trustee as a body corporate that may be granted under section 2.

[Ins. Act A1219]

2 -2. Upon application of trustees, Minister may grant certificate as a body corporate.

(1) Trustees may be appointed by any body or association of persons established for any religious, educational, literary, scientific, social or charitable purpose, and such trustees may apply, in the manner hereinafter provided, to the Minister for a certificate of registration of the trustees of such body or association of persons as a body corporate.

(2) If the Minister, having regard to the extent, nature and objects and other circumstances of such body or association of persons, shall consider such incorporation expedient, he may grant such certificate accordingly, subject to such conditions or directions generally as he shall think fit to insert in such certificate, and particularly relating to the qualifications and number of the trustees, their tenure and avoidance of office, the mode of appointing new trustees, the custody and use of the common seal, the amount of the land which such trustees may hold, and the purposes for which such la

2A -2A. Name of body corporate and change of name.

(1) No trustee shall be incorporated with a name which in the opinion of the Minister is undesirable or unacceptable.

(2) The name of every body corporate registered under this Act shall include the words "registered" and "trustees".

(3) Subject to subsection (2), such body corporate may, with the written approval of the Minister, change its name.

(4) The trust deed or any related instrument of such body corporate shall be amended to give effect to any change of name.

(5) Where such body corporate changes its name, a new certificate of incorporation shall be issued in the form and manner as may be prescribed by the Minister.

(6) Any change of name shall not affect the rights or obligations of the body corporate or render defective any legal proceedings by or against the body corporate.

(7) Any proceedings which might have been continued or commenced by or against a body corporate by its former name may be

3 -3. Estate to vest in body corporate.

The certificate of incorporation shall vest in such body corporate all property, movable or immovable of whatever description, belonging to or held by any person in trust for such body or association of persons, and thereupon any person in whose name any stocks, funds or securities shall be standing in trust for the body or association of persons, shall transfer the same into the name of such body corporate, and all covenants and conditions relating to any such immovable property enforceable by or against the trustees thereof before their incorporation shall be enforceable to the same extent and by the same means by or against them after their incorporation.

2B -2B. Trustee to keep register of beneficial owners.

(1) A trustee shall keep a register of the beneficial owners of its trusts and shall enter into the register the following particulars:

(a) the name and postal address of each beneficial owner;

(b) the nature of the beneficial ownership;

(c) the date on which each beneficial owner was entered into the register as a beneficial owner;

(d) the date on which any beneficial owner ceased to be a beneficial owner; and

(e) any other information as may be prescribed by the Minister.

(2) The trustee shall ensure that the register of beneficial owners of the trusts shall be kept at the registered office of the trustees unless -

(a) where the register is done at another office, it may be kept at the other office but such other office shall not be outside Peninsular Malaysia; or

(b) where the register

4 -4. Particulars respecting application.

(1) Every application to the Minister for a certificate under this Act shall be in writing, signed by the person making the same, and shall contain the several particulars specified in the Schedule, or such of them as shall be applicable to the case.

(2) The Minister may require a statutory declaration or other evidence in verification of the statements and particulars in the application, and such other particulars information and evidence, if any, as he may think necessary or proper.

(3) The Minister may refuse to grant a certificate of incorporation under this Act if he is not satisfied that the application has complied with the provisions of this Act or the regulations made under this Act.

[Ins. Act A1219]

5 -5. Nomination of trustees and filling up vacancies.

(1) Before a certificate of incorporation shall be granted, the said trustees shall have been effectually appointed to the satisfaction of the Minister, and where a certificate of incorporation shall have been granted vacancies in the number of the said trustees shall, from time to time, be filled up so far as shall be required by the constitution or settlement of the said body or association of persons, or by any such conditions or directions as aforesaid, by such legal means as would have been available for the appointment of new trustees of the said body or association if no certificate of incorporation had been granted, or otherwise as shall be required by such conditions or directions as aforesaid, and the appointment of every new trustee shall be certified by, or by the direction of, the trustees to the Minister upon the completion of such appointment.

(2) Within one month after the expiration of each period of one year after the grant of

6 -6. Liability of trustees and others, notwithstanding incorporation.

After a certificate of incorporation has been granted under this Act all trustees of the body or association of persons, notwithstanding their incorporation, shall be chargeable for such property as shall come into their hands, and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of the body or association of persons and its property, in the same manner and to the same extent as if no such incorporation had been effected, and nothing herein contained shall diminish or impair any control or authority exerciseable by the Attorney General under section 9 of the Government Proceedings Act 1956 over the trustees who shall be so incorporated but they shall remain subject jointly and separately to such control and authority as if they were not incorporated.

6A -6A. Disqualification of trustees.

Where a certificate of incorporation has been granted under this Act in respect of a trustee, a person shall be disqualified from being, and shall not become or remain, such trustee or one of such trustees if-

(a) he has been convicted of any offence under any law and sentenced to a fine of not less than one thousand ringgit or to imprisonment for a term of not less than one year or to both;

(b) there has been made and is in force against him any order of detention, supervision, restricted residence, banishment or deportation, or if there has been imposed on him any form of restriction or supervision, by bond or otherwise, under any law relating to the security of Malaysia or any part thereof, the prevention of crime, preventive detention, restricted residence, banishment or immigration;

(c) he is an undischarged bankrupt; or

(d) he is, or has been found or declared to be, of unsound mind.

7 -7. Certificate to be evidence of compliance with requisitions.

A certificate of incorporation so granted shall until and unless it is revoked be conclusive evidence that all the preliminary requisitions herein contained and required in respect of such incorporation have been complied with, and the date of incorporation mentioned in such certificate shall be deemed to be the date at which incorporation has taken place.

[Am. Act A1219]

8 -8. Record of applications and documents to be kept, and copies supplied.

The Minister shall, in such manner as he shall think fit, direct a record to be kept of all such applications for and certificates of incorporation, and shall in like manner direct all documents sent to him under this Act to be preserved, and any person may require a copy or extract of any such document to be certified under the hand of such person as shall be appointed for that purpose by the Minister, and there shall be paid for such certified copy or extract such fee as may be prescribed by the Minister.

9 -9. Enforcement of orders and directions of Attorney General.

All conditions and directions inserted in any certificate of incorporation shall be binding upon and performed or observed by the trustees as trusts of the body or association of persons, and shall also be enforceable by the Attorney General or other persons interested under section 9 of the Government Proceedings Act 1956.

10 -10. Applications and certificates to be stamped.

Every application for a certificate of incorporation under this Act, and every such certificate, shall be charged with a stamp duty of thirty ringgit, and a stamp denoting the payment of that duty shall be impressed or affixed upon such application or certificate.

[Am. Act A1219]

11 -11. Gift to vest in body corporate.

After the incorporation of the trustees of any association or body of persons pursuant to this Act, every donation, gift and disposition of land, or any interest therein, theretofore lawfully made (but not having actually taken effect) or hereafter lawfully made by deed, will or otherwise to or in favour of such body or association of persons, or the trustees thereof, or otherwise for the purposes thereof, shall take effect as if the same had been made to, or in favour of, the body corporate or otherwise for the like purposes.

12 -12. Common Seal.

(1) The common seal of the body corporate shall have such device as may be approved by the Minister, and until such common seal is provided the seal of some person may be authorized by the Minister for use as the common seal of the body corporate.

(2) Any instrument to which the common seal of the body corporate has been affixed, in apparent compliance with the conditions or directions for the use of such common seal referred to in section 2, shall be binding on such body corporate, notwithstanding any defect or circumstance affecting the execution of such instrument.

13 -13. Contracts not under seal to be binding in certain cases.

Every contract made or entered into by the trustees of a body or association of persons which would be valid and binding according to the constitution, settlement or rules and regulations of the said body or association of persons if no such incorporation had taken place as aforesaid, shall be valid and binding although the same shall not have been made or entered into under the common seal of the trustees.

14 -14. Payments on transfers in reliance on corporate seal protected.

Any person who shall make or permit to be made any transfer or payment bona fide , in reliance on any instruments to which the common seal of any body corporate created under this Act is affixed, shall be indemnified and protected in respect of such transfer or payment, notwithstanding any defect or circumstance affecting the execution of the instrument.

15 -15. Trustees to keep accounts and to render annual returns of accounts.

(1) The trustees of any body or association of persons incorporated pursuant to this Act shall, in books to be kept by them for that purpose, regularly enter or cause to be entered full and true accounts of all money received and paid respectively on account of such body or association.

(2) The said trustees shall, on or before the 30th day of June in every year, or upon such other day as may be appointed for this purpose by the Minister, prepare and make out the following accounts in relation to the said body or association-

[Am. Act A1219]

(a) an account of the gross income arising from any endowment or which ought to have arisen therefrom during the year ending on the 31st day of December immediately preceding, or upon such other day as may have been appointed for this purpose by the Minister;

(b) an account of all balances in hand at the commencement of the year a

16 -16. Petition to decide question whether person is a member of a body corporate.

(1) When any question arises as to whether any person is a member of such body corporate as aforesaid, any person interested in such question may apply by petition to the High Court for its opinion on such question.

(2) Notice of the hearing shall be given to such persons and in such manner as the Court shall think fit, and any opinion given by the Court on an application under this section shall be binding on the person in respect of whom such question arose and upon all members of the said body corporate and upon the person aforesaid interested in such question and upon any persons to whom notice of the hearing has been given in accordance with any direction of the Court.

17 -17. Revocation or suspension of certificate of incorporation.

(1) The Minister may by order revoke the certificate of incorporation if-

(a) the incorporation was effected as a result of fraud or mistake or misrepresentation in any material particular;

(b) the body or association of persons by whom the trustee constituting the body corporate are appointed is likely to be used for unlawful purpose prejudicial to or incompatible with the security of Malaysia or public order or morality in Malaysia or any part thereof;

(c) the body or association of persons by whom the trustee constituting the body corporate are appointed is found to have pursued objectives other than those for which it originally established;

(d) the body corporate has wilfully contravened any provision of this Act or any regulations made under this Act; or

(e) if the body corporate does any act or omits to do any act the doing or omission of which is a

15A -15A. Private and public disclosure.

(1) The Minister may, in the interest of the members of a body corporate incorporated under this Act, take such steps as may be necessary to provide any information furnished by or on behalf of such trust or trustees, to the members of the body corporate.

(2) The Minister may, in the interest of the public, take such steps as may be necessary to publish any information furnished by or on behalf of such trust or trustees, in any form or manner as he thinks fit.

[15A. Ins. Act A1746:s.7]

18 -18. Voluntary dissolution of body corporate.

(1) A body corporate may be dissolved voluntarily in either of the following ways:

(a) upon the happening of any event as specified in the trust deed which amounts to the dissolution of the body corporate; or

(b) by the decision of the trustee, or if there is more than one trustee, the unanimous agreement of the trustees, testified by the trustee constituting the body corporate signing an instrument of dissolution and with the consent of the body or association of persons by whom the trustee are appointed.

(2) The trustee shall immediately inform the Minister of the happening of the event referred to in paragraph (1) (a) or the decision or agreement referred to in paragraph (1) (b) .

(3) The Minister shall make an order revoking the certificate of incorporation as from such date as is specified in the order.

[Ins. Act A1219]

19 -19. Consequences of revocation of certificate of incorporation.

(1) Upon an order being made under subsection 17(1) or 18(3)-

(a) the body corporate is dissolved;

(b) any assets or liabilities of the body or association of persons vested in the body corporate shall vest in such trustee as may be appointed by the body or association of persons, or if the trustee or trustees are the same trustee who had been incorporated as the body corporate before its dissolution, in such trustee or trustees, in trust for such body or association; and

(c) any legal proceeding that might have been continued or instituted by or against the body corporate with respect to any asset or liability vested in the body corporate may be continued or instituted by or against the trustee in whom the asset or liability is vested subsequent to the dissolution.

(2) Notwithstanding subsection (1), in the absence of such trustee as are referred to in subsection (1) any property vested in suc

20 -20. Appointment of Registrar, Deputy Registrars and Assistant Registrars.

(1) The Minister may appoint a Registrar and such number of Deputy Registrars and Assistant Registrars as he may consider necessary for the purpose of this Act.

(2) The Registrar, Deputy Registrars and Assistant Registrars shall perform such functions as may be specified by the Minister in writing for the purpose of giving effect to and carrying out the provisions of this Act.

(3) The Registrar, Deputy Registrars and Assistant Registrars shall be deemed to be public servants for the purpose of the Penal Code [Act 574] .

(4) Nothing done or omitted to be done by the Registrar, Deputy Registrars and Assistant Registrars shall, if done or omitted to be done in good faith for the purpose of executing the provisions of this Act, subject any of them to any action, liability, claim or demand.

[Ins. Act A1219]

21 -21. Regulations.

(1) The Minister may make such regulations as are necessary or expedient to give full effect to or for carrying out the provisions of this Act.

(2) In particular and without prejudice to the generality of subsection (1), regulations may be made for prescribing-

(a) the manner of making applications to register a trustee as a body corporate;

(b) the procedure to be followed in registering a trustee as a body corporate;

(c) the information to be furnished to the Minister; and

(d) the fees which can be imposed and collected for the purposes of this Act.

[Ins. Act A1219]

20A -20A. Compounding of offences.

(1) The Minister may, with the approval of the Public Prosecutor, make regulations prescribing —

(a) any offence under this Act as an offence which may be compounded; and

(b) the method and procedure for compounding such offence.

(2) The Registrar may, with the consent in writing of the Public Prosecutor, compound any offence committed by any person under this Act prescribed to be a compoundable offence by making a written offer to the person suspected to have committed the offence to compound the offence upon payment to the Registrar of an amount of money not exceeding fifty per centum of the amount of maximum fine for that offence within such time as may be specified in his written offer.

(3) An offer under subsection (2) may be made at any time after the offence has been committed but before any prosecution for it has been instituted.

(4) If the amount specified in