COMPANIES ACT 2016

COMPANIES ACT 2016

1 PART I PRELIMINARY-1. Short title and commencement.

2 PART I PRELIMINARY-2. Interpretation.

3 PART I PRELIMINARY-3. Definition of "corporation".

4 PART I PRELIMINARY-4. Definition of "subsidiary and holding company".

5 PART I PRELIMINARY-5. Definition of "ultimate holding company".

6 PART I PRELIMINARY-6. Definition of "wholly-owned subsidiary".

7 PART I PRELIMINARY-7. When corporations deemed to be related to each other.

8 PART I PRELIMINARY-8. Interests in shares.

9 PART II FORMATION AND ADMINISTRATION OF COMPANIES Division 1 - Types of Companies-9. Essential requirements of a company.

10 PART II FORMATION AND ADMINISTRATION OF COMPANIES Division 1 - Types of Companies-10. Types of companies.

11 PART II FORMATION AND ADMINISTRATION OF COMPANIES Division 1 - Types of Companies-11. Private or public company.

12 PART II FORMATION AND ADMINISTRATION OF COMPANIES Division 1 - Types of Companies-12. Prohibition on companies limited by guarantee with a share capital.

13 PART II FORMATION AND ADMINISTRATION OF COMPANIES Division 1 - Types of Companies-13. Prohibition for unincorporated associations, etc.

14 Division 2 - Incorporation and Its Effects-14. Application for incorporation.

15 Division 2 - Incorporation and Its Effects-15. Registration for incorporation.

16 Division 2 - Incorporation and Its Effects-16. Power to refuse registration of incorporation.

17 Division 2 - Incorporation and Its Effects-17. Certificate of incorporation.

18 Division 2 - Incorporation and Its Effects-18. Effect of incorporation.

19 Division 2 - Incorporation and Its Effects-19. Notice of registration as conclusive evidence.

20 Division 2 - Incorporation and Its Effects-20. Separate legal entity.

21 Division 2 - Incorporation and Its Effects-21. Companies have unlimited capacity.

22 Division 3 - Restriction on Subsidiary Being Member of Its Holding Company-22. Membership of holding company.

23 Division 3 - Restriction on Subsidiary Being Member of Its Holding Company-23. Subsidiary acting as a participating dealer.

24 Division 3 - Restriction on Subsidiary Being Member of Its Holding Company-24. Protection of third parties in other cases where a subsidiary acts as a dealer in securities.

25 Division 4 - Name of Company-25. Name of company.

26 Division 4 - Name of Company-26. Availability of name.

27 Division 4 - Name of Company-27. Confirmation of availability and reservation of name.

28 Division 4 - Name of Company-28. Change of name.

29 Division 4 - Name of Company-29. Power of Registrar to direct a change of name.

30 Division 4 - Name of Company-30. Publication of name.

31 Division 5 - Constitution of a Company-31. Constitution of a company.

32 Division 5 - Constitution of a Company-32. Company may adopt a constitution.

33 Division 5 - Constitution of a Company-33. Effect of constitution.

34 Division 5 - Constitution of a Company-34. Form of constitution.

35 Division 5 - Constitution of a Company-35. Contents of a company's constitution.

36 Division 5 - Constitution of a Company-36. Company may alter or amend constitution.

37 Division 5 - Constitution of a Company-37. Court may alter or amend constitution.

38 Division 5 - Constitution of a Company-38. Company limited by guarantee shall have a constitution.

39 Division 5 - Constitution of a Company-39. Non-application of doctrine of constructive notice.

40 Division 6 - Conversion of Company Status-40. Conversion from an unlimited company to a limited company.

41 Division 6 - Conversion of Company Status-41. Conversion from public companies to private companies or private companies to public companies.

42 Division 7 - Provisions Applicable to Certain Types of Companies-42. Private companies.

43 Division 7 - Provisions Applicable to Certain Types of Companies-43. Prohibition of private companies to offer shares or debentures or invite to deposit money.

44 Division 7 - Provisions Applicable to Certain Types of Companies-44. Offer to the public.

45 Division 7 - Provisions Applicable to Certain Types of Companies-45. Company limited by guarantee.

46 Division 8 - Registered Office and Registers-46. Registered office and office hours.

47 Division 8 - Registered Office and Registers-47. Documents to be kept at registered office.

48 Division 8 - Registered Office and Registers-48. Inspection of documents and records kept by company.

49 Division 8 - Registered Office and Registers-49. Forms of documents and other means for recording of documents.

50 Division 8 - Registered Office and Registers-50. Register of members.

51 Division 8 - Registered Office and Registers-51. Duty to notify of particulars and changes in the register of members.

52 Division 8 - Registered Office and Registers-52. Index of members of company.

53 Division 8 - Registered Office and Registers-53. Branch register of members.

54 Division 8 - Registered Office and Registers-54. Place where register of members and index to be kept.

55 Division 8 - Registered Office and Registers-55. Inspection and closing of register of members and index.

56 Division 8 - Registered Office and Registers-56. Power of company to require disclosure of beneficial interest in its voting shares.

57 Division 8 - Registered Office and Registers-57. Register of directors, managers and secretaries.

58 Division 8 - Registered Office and Registers-58. Duty to notify of particulars and changes of director, manager and secretary.

59 Division 8 - Registered Office and Registers-59. Register of directors' shareholdings, etc.

60 Division 8 - Registered Office and Registers-60. Register of debenture holders and copies of trust deed.

60A DIVISION 8A - BENEFICIAL OWNERSHIP-60A. Beneficial owner of company.

60B DIVISION 8A - BENEFICIAL OWNERSHIP-60B. Register of beneficial owners of company.

60C DIVISION 8A - BENEFICIAL OWNERSHIP-60C. Power of company to require disclosure of beneficial owner of company.

60D DIVISION 8A - BENEFICIAL OWNERSHIP-60D. Duty of beneficial owner of company to provide information.

60E DIVISION 8A - BENEFICIAL OWNERSHIP-60E. Exemption from this Division.

61 Division 9 - Execution of Documents-61. Company seals.

62 Division 9 - Execution of Documents-62. Official seal for use abroad.

63 Division 9 - Execution of Documents-63. Official seal for share certificates, etc.

64 Division 9 - Execution of Documents-64. Company contracts.

65 Division 9 - Execution of Documents-65. Pre-incorporation contract.

66 Division 9 - Execution of Documents-66. Execution of documents.

67 Division 9 - Execution of Documents-67. Execution of deeds.

68 Division 10 - Annual Return-68. Duty to lodge annual return.

69 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-69. Types of shares.

70 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-70. Nature of shares.

71 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-71. Rights and powers attached to shares.

72 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-72. Preference shares.

73 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-73. Prohibition to issue bearer's share warrants.

74 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-74. No par value shares.

75 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-75. Exercise of power of directors to allot shares or grant rights.

76 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-76. Allotment of shares or grant of rights with company approval.

77 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-77. Registration of allotment in the register of members.

78 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-78. Return of allotment.

79 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-79. General prohibition of commissions, discounts and allowances.

80 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-80. Permitted commissions.

81 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-81. Differences in calls and payments, etc.

82 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-82. Calls on shares.

83 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-83. Forfeiture of shares.

84 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-84. Power of company to alter its share capital.

85 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-85. Pre-emptive rights to new shares.

86 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-86. Conversion of shares into stock.

87 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-87. Rights and privileges of stockholders.

88 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-88. Rights attached to shares.

89 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-89. Classes of shares.

90 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-90. Description of shares of different classes.

91 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-91. Variation of class rights.

92 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-92. Notifying shareholders of variation.

93 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-93. Disallowance or confirmation of variation by Court.

94 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-94. Delivery of order of Court to Registrar.

95 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-95. Notifying Registrar of variation.

96 PART III MANAGEMENT OF COMPANY Division 1 - Share and Capital Maintenance Subdivision 1 - Share Capital-96. Variation includes abrogation.

97 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-97. Issuance of share certificate.

98 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-98. Application for issuance of share certificate.

99 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-99. Delivery of share certificate.

100 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-100. Numbering of shares.

101 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-101. Registration of members constitute as evidence of legal title.

102 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-102. Duty of secretary to enter issuance and transfer of shares in the register of members.

103 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-103. Rectification.

104 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-104. Loss or destruction of certificates.

105 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-105. Requirement for instrument of transfer.

106 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-106. Registration of transfer or refusal of registration.

107 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-107. Order of Court for registration.

108 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-108. Validation of shares improperly issued.

109 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-109. Registration of transmission of shares or debentures.

110 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-110. Limitation of liability of trustee, etc, registered as owner of shares.

111 Subdivision 2 - Share Certificate, Title, Transfer and Transmission-111. Lien on shares.

112 Subdivision 3 - Solvency Statement-112. Solvency test.

113 Subdivision 3 - Solvency Statement-113. Solvency statement.

114 Subdivision 3 - Solvency Statement-114. Offences regarding solvency statement.

115 Subdivision 4 - Reduction of Share Capital-115. Company may reduce its share capital.

116 Subdivision 4 - Reduction of Share Capital-116. Reduction of share capital by Court.

117 Subdivision 4 - Reduction of Share Capital-117. Reduction of share capital by private or public company.

118 Subdivision 4 - Reduction of Share Capital-118. Creditor's right to object to the reduction of the share capital by the company.

119 Subdivision 4 - Reduction of Share Capital-119. Position at end of period for objection by creditor.

120 Subdivision 4 - Reduction of Share Capital-120. Power of Court in relation to objection by creditor.

121 Subdivision 4 - Reduction of Share Capital-121. Offences for making groundless or false statements.

122 Subdivision 4 - Reduction of Share Capital-122. Liability of members on reduced shares.

123 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 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-124. Consequences of failing to comply with this Subdivision.

125 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-125. General exceptions.

126 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-126. Financial assistance not exceeding ten per centum of shareholders' funds.

127 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-127. Purchase by a company of its own shares, etc.

128 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-128. Options to take up unissued shares.

129 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-129. Register of options to take up unissued shares in a company.

130 Subdivision 5 - Assistance by a Company in the Purchase of Its Own Shares-130. Power of company to pay interest out of capital in certain cases.

131 Subdivision 6 - Dividends-131. Distribution out of profit.

132 Subdivision 6 - Dividends-132. Distribution only if company is solvent.

133 Subdivision 6 - Dividends-133. Recovery of distribution.

134 Subdivision 7 - Substantial Shareholdings-134. Application and interpretation.

135 Subdivision 7 - Substantial Shareholdings-135. Persons obliged to comply with Subdivision.

136 Subdivision 7 - Substantial Shareholdings-136. Substantial shareholdings and substantial shareholders.

137 Subdivision 7 - Substantial Shareholdings-137. Substantial shareholder to notify company of his interests.

138 Subdivision 7 - Substantial Shareholdings-138. Substantial shareholder to notify company of change in his interests.

139 Subdivision 7 - Substantial Shareholdings-139. Person who ceases to be substantial shareholder to notify company.

140 Subdivision 7 - Substantial Shareholdings-140. References to operation of interests in shares.

141 Subdivision 7 - Substantial Shareholdings-141. Copy of notice to be served on the Registrar.

142 Subdivision 7 - Substantial Shareholdings-142. Notice to non-residents.

143 Subdivision 7 - Substantial Shareholdings-143. Registrar may extend time for giving notice under this Subdivision.

144 Subdivision 7 - Substantial Shareholdings-144. Company to keep and maintain register of substantial shareholders.

145 Subdivision 7 - Substantial Shareholdings-145. Powers of Court with respect to defaulting substantial shareholders.

146 Subdivision 8 - The Central Depository System - A Book-Entry or Scripless System for the Transfer of Securities-146. Interpretation.

147 Subdivision 8 - The Central Depository System - A Book-Entry or Scripless System for the Transfer of Securities-147. Depositor deemed to be member.

148 Subdivision 8 - The Central Depository System - A Book-Entry or Scripless System for the Transfer of Securities-148. Transfer of securities is by way of book entry.

149 Subdivision 8 - The Central Depository System - A Book-Entry or Scripless System for the Transfer of Securities-149. Rectification of record of depositors.

150 Subdivision 8 - The Central Depository System - A Book-Entry or Scripless System for the Transfer of Securities-150. Non-application of section 472 to disposition made by way of book entry.

151 Subdivision 8 - The Central Depository System - A Book-Entry or Scripless System for the Transfer of Securities-151. Exemption from this Subdivision.

152 Subdivision 9 - Prospectus-152. Application of Subdivision 9.

153 Subdivision 9 - Prospectus-153. Power of Minister to exempt the application of Subdivision 9.

154 Subdivision 9 - Prospectus-154. Requirement to register and lodge prospectus.

155 Subdivision 9 - Prospectus-155. Registration of prospectus.

156 Subdivision 9 - Prospectus-156. Refusal to register a prospectus.

157 Subdivision 9 - Prospectus-157. Keeping of documents relating to prospectus.

158 Subdivision 9 - Prospectus-158. Invitations to the public to lend money to or to deposit money with a corporation.

159 Subdivision 9 - Prospectus-159. Form and content of prospectus.

160 Subdivision 9 - Prospectus-160. Consent from person to issue prospectus containing his statement.

161 Subdivision 9 - Prospectus-161. Relief from requirements as to form and content of prospectus.

162 Subdivision 9 - Prospectus-162. Retention of over-subscription in issuance of debenture.

163 Subdivision 9 - Prospectus-163. Certain advertisements deemed to be prospectuses.

164 Subdivision 9 - Prospectus-164. Document containing offer of shares for sale to be deemed prospectus.

165 Subdivision 9 - Prospectus-165. Information memorandum deemed to be prospectus.

166 Subdivision 9 - Prospectus-166. Supplemental prospectus or replacement prospectus.

167 Subdivision 9 - Prospectus-167. Civil liability for misstatement in prospectus.

168 Subdivision 9 - Prospectus-168. Criminal liability for misstatement in prospectus.

169 Subdivision 9 - Prospectus-169. Persons not to be taken to have authorized or caused issue of prospectus.

170 Subdivision 9 - Prospectus-170. Stop order.

171 Subdivision 10 - Debentures-171. Application of Subdivision 10.

172 Subdivision 10 - Debentures-172. Specific performance of contracts.

173 Subdivision 10 - Debentures-173. Perpetual debentures.

174 Subdivision 10 - Debentures-174. Power to re-issue redeemed debentures.

175 Subdivision 10 - Debentures-175. Deposit of debentures to secure advances.

176 Subdivision 10 - Debentures-176. Qualifications of trustee for debenture holders.

177 Subdivision 10 - Debentures-177. Duties of trustee.

178 Subdivision 10 - Debentures-178. Retirement of trustee.

179 Subdivision 10 - Debentures-179. Contents of trust deed.

180 Subdivision 10 - Debentures-180. Power of Court in relation to certain irredeemable debentures.

181 Subdivision 10 - Debentures-181. Power of trustee to apply to Court for directions, etc.

182 Subdivision 10 - Debentures-182. Obligations of borrowing corporation.

183 Subdivision 10 - Debentures-183. Obligation of guarantor corporation to furnish information.

184 Subdivision 10 - Debentures-184. Loans and deposits to be immediately refundable on certain events.

185 Subdivision 10 - Debentures-185. Liability of trustee for debenture holders.

186 Subdivision 11 - Restrictions on Allotment and Commencement of Business-186. Prohibition of allotment unless minimum subscription received.

187 Subdivision 11 - Restrictions on Allotment and Commencement of Business-187. Application for moneys to be held in trust until allotment.

188 Subdivision 11 - Restrictions on Allotment and Commencement of Business-188. Restriction on allotment in certain cases.

189 Subdivision 11 - Restrictions on Allotment and Commencement of Business-189. Requirements as to statements in lieu of prospectus.

190 Subdivision 11 - Restrictions on Allotment and Commencement of Business-190. Restrictions on commencement of business in certain circumstances.

191 Subdivision 11 - Restrictions on Allotment and Commencement of Business-191. Restriction on varying contracts referred to in prospectus, etc.

192 Division 2 - Members, Directors and Officers of Companies Subdivision 1 - Members-192. Liability of members.

193 Division 2 - Members, Directors and Officers of Companies Subdivision 1 - Members-193. Liability for calls and forfeiture.

194 Division 2 - Members, Directors and Officers of Companies Subdivision 1 - Members-194. Shareholders not bound to acquire additional shares by alteration to constitution.

195 Division 2 - Members, Directors and Officers of Companies Subdivision 1 - Members-195. Members' rights for management review.

196 Subdivision 2 - Directors-196. Directors of company.

197 Subdivision 2 - Directors-197. Persons connected with directors.

198 Subdivision 2 - Directors-198. Persons disqualified from being a director.

199 Subdivision 2 - Directors-199. Power of Court to disqualify persons from acting as director or promoter.

200 Subdivision 2 - Directors-200. Power of Registrar to remove name of disqualified director.

201 Subdivision 2 - Directors-201. Directors' consent required.

202 Subdivision 2 - Directors-202. Named directors and subsequent directors.

203 Subdivision 2 - Directors-203. Appointment of directors of public company to be voted on individually.

204 Subdivision 2 - Directors-204. Validity of acts of directors and officers.

205 Subdivision 2 - Directors-205. Retirement of directors.

206 Subdivision 2 - Directors-206. Removal of directors.

207 Subdivision 2 - Directors-207. Right to be heard for directors of public company against removal.

208 Subdivision 2 - Directors-208. Vacation of office of director.

209 Subdivision 2 - Directors-209. Resignation, vacation or death of sole director or last remaining director.

210 Subdivision 3 - Directors' Duties and Responsibilities-210. Interpretation.

211 Subdivision 3 - Directors' Duties and Responsibilities-211. Functions of Board.

212 Subdivision 3 - Directors' Duties and Responsibilities-212. Proceedings of Board.

213 Subdivision 3 - Directors' Duties and Responsibilities-213. Duties and responsibilities of directors.

214 Subdivision 3 - Directors' Duties and Responsibilities-214. Business judgment rule.

215 Subdivision 3 - Directors' Duties and Responsibilities-215. Reliance on information provided by others.

216 Subdivision 3 - Directors' Duties and Responsibilities-216. Responsibility for actions of delegatee.

217 Subdivision 3 - Directors' Duties and Responsibilities-217. Responsibility of a nominee director.

218 Subdivision 3 - Directors' Duties and Responsibilities-218. Prohibition against improper use of property, position, etc.

219 Subdivision 3 - Directors' Duties and Responsibilities-219. General duty to make disclosure.

220 Subdivision 3 - Directors' Duties and Responsibilities-220. Effect of other rules of law on duties of directors.

221 Subdivision 3 - Directors' Duties and Responsibilities-221. Disclosure of interest in contracts, proposed contracts, property, offices, etc.

222 Subdivision 3 - Directors' Duties and Responsibilities-222. Interested director not to participate or vote.

223 Subdivision 3 - Directors' Duties and Responsibilities-223. Approval of company required for disposal by directors of company's undertaking or property.

224 Subdivision 3 - Directors' Duties and Responsibilities-224. Loans to director.

225 Subdivision 3 - Directors' Duties and Responsibilities-225. Prohibition of loans to persons connected with directors.

226 Subdivision 3 - Directors' Duties and Responsibilities-226. Prohibition of tax free payments to directors.

227 Subdivision 3 - Directors' Duties and Responsibilities-227. Payment to directors for loss of office, etc.

228 Subdivision 3 - Directors' Duties and Responsibilities-228. Transactions with directors, substantial shareholders or connected persons.

229 Subdivision 3 - Directors' Duties and Responsibilities-229. Exception to section 228.

230 Subdivision 3 - Directors' Duties and Responsibilities-230. Approvals for fees of directors.

231 Subdivision 3 - Directors' Duties and Responsibilities-231. Directors' service contracts.

232 Subdivision 3 - Directors' Duties and Responsibilities-232. Copy of contracts to be available for inspection.

233 Subdivision 3 - Directors' Duties and Responsibilities-233. Right of member to inspect and request copy.

234 Subdivision 3 - Directors' Duties and Responsibilities-234. Contract with sole member who is also a director.

235 Subdivision 4 - Secretary-235. Requirement for a secretary.

236 Subdivision 4 - Secretary-236. Appointment of a secretary.

237 Subdivision 4 - Secretary-237. Resignation of a secretary.

238 Subdivision 4 - Secretary-238. Disqualification to act as a secretary.

239 Subdivision 4 - Secretary-239. Removal of a secretary.

240 Subdivision 4 - Secretary-240. Office of secretary shall not be left vacant.

241 Subdivision 4 - Secretary-241. Requirement to register with Registrar.

242 Subdivision 4 - Secretary-242. Prohibition to act in dual capacity.

243 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-243. Interpretation.

244 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-244. Compliance with approved accounting standards.

245 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-245. Accounts to be kept.

246 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-246. System of internal control.

247 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-247. Accounting periods of companies within the same group.

248 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-248. Directors shall prepare financial statements.

249 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-249. General requirements for financial statements.

250 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-250. Subsidiaries to be included in consolidated financial statements.

251 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-251. Financial statements to be approved by the Board.

252 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-252. Directors shall prepare directors' report.

253 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-253. Contents of directors' report.

254 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-254. Form and content of directors' report and financial statement of a banking corporation, etc.

255 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-255. Relief from requirements as to form and content of financial statements and directors' report.

256 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-256. Power of Registrar to require a statement of valuation of assets.

257 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-257. Duty to circulate copies of financial statements and reports.

258 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-258. Time allowed for sending out copies of financial statements and reports.

259 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-259. Duty to lodge financial statements and reports with the Registrar.

260 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-260. Duty to lodge certificate relating to exempt private company.

261 Division 3 - Accounts and Audit Subdivision 1 - Financial Statements and Report-261. Auditor's statements.

262 Subdivision 2 - Auditors-262. Definition of "outgoing auditor".

263 Subdivision 2 - Auditors-263. Company auditors to be approved by Minister charged with responsibility for finance.

264 Subdivision 2 - Auditors-264. Company auditors.

265 Subdivision 2 - Auditors-265. Registration of firms of auditors.

266 Subdivision 2 - Auditors-266. Powers and duties of auditors.

267 Chapter I - Provisions relating to Auditor of Private Company-267. Appointment of auditors of private company.

268 Chapter I - Provisions relating to Auditor of Private Company-268. Power of Registrar to appoint auditors of private company.

269 Chapter I - Provisions relating to Auditor of Private Company-269. Term of office of auditors of private company.

270 Chapter I - Provisions relating to Auditor of Private Company-270. Prevention by members of deemed re-appointment of auditor.

271 Chapter II - Provisions relating to Auditor of Public Company-271. Appointment of auditors of public company.

272 Chapter II - Provisions relating to Auditor of Public Company-272. Power of the Registrar to appoint auditors of public company.

273 Chapter II - Provisions relating to Auditor of Public Company-273. Term of office of auditors of public company.

274 Chapter III - General Provisions relating to Auditors-274. Fixing of auditor's remuneration.

275 Chapter III - General Provisions relating to Auditors-275. Obligation to furnish particulars of payment made to auditors.

276 Chapter III - General Provisions relating to Auditors-276. Resolution to remove auditor from office.

277 Chapter III - General Provisions relating to Auditors-277. Special notice required for resolution to remove auditor from office.

278 Chapter III - General Provisions relating to Auditors-278. Notice to Registrar of resolution to remove auditor from office.

279 Chapter III - General Provisions relating to Auditors-279. Procedure to appoint auditor by written resolution.

280 Chapter III - General Provisions relating to Auditors-280. Procedure to appoint auditor at a meeting of members.

281 Chapter III - General Provisions relating to Auditors-281. Resignation of auditor.

282 Chapter III - General Provisions relating to Auditors-282. Notice of resignation of auditor to Registrar.

283 Chapter III - General Provisions relating to Auditors-283. Rights of resigning auditor of a public company.

284 Chapter III - General Provisions relating to Auditors-284. Duty to inform upon cessation of office.

285 Chapter III - General Provisions relating to Auditors-285. Attendance of auditors at general meetings where financial statements are laid.

286 Chapter III - General Provisions relating to Auditors-286. Auditor and other person to enjoy qualified privilege in certain circumstances.

287 Chapter III - General Provisions relating to Auditors-287. Duties of auditors to trustee for debenture holders.

288 Division 4 - Indemnity and Insurance for Officers and Auditors-288. Provisions indemnifying directors or officers.

289 Division 4 - Indemnity and Insurance for Officers and Auditors-289. Indemnity and insurance for officers and auditors.

290 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-290. Passing a resolution.

291 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-291. Ordinary resolutions.

292 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-292. Special resolutions.

293 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-293. General rules on voting.

294 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-294. Votes by proxy.

295 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-295. Votes of joint holders of shares.

296 Division 5 - Meetings Subdivision 1 - Meetings and Resolutions for Members-296. Right to object to a person's entitlement to vote.

297 Subdivision 2 - Written Resolutions of Private Companies-297. Written resolutions of private companies.

298 Subdivision 2 - Written Resolutions of Private Companies-298. Eligibility of members to receive written resolution.

299 Subdivision 2 - Written Resolutions of Private Companies-299. Circulation date.

300 Subdivision 2 - Written Resolutions of Private Companies-300. Manner in which a written resolution to be circulated.

301 Subdivision 2 - Written Resolutions of Private Companies-301. Circulation of written resolutions proposed by directors.

302 Subdivision 2 - Written Resolutions of Private Companies-302. Members' power to require circulation of written resolution.

303 Subdivision 2 - Written Resolutions of Private Companies-303. Circulation of written resolution proposed by members.

304 Subdivision 2 - Written Resolutions of Private Companies-304. Expenses of circulation.

305 Subdivision 2 - Written Resolutions of Private Companies-305. Application not to circulate a member's written resolution.

306 Subdivision 2 - Written Resolutions of Private Companies-306. Procedure for signifying agreement to written resolution.

307 Subdivision 2 - Written Resolutions of Private Companies-307. Period for agreeing to written resolution.

308 Subdivision 2 - Written Resolutions of Private Companies-308. Sending of documents relating to written resolutions by electronic means.

309 Subdivision 3 - Passing Resolutions at Meetings of Members-309. Resolutions at meetings of members.

310 Subdivision 3 - Passing Resolutions at Meetings of Members-310. Power to convene meetings of members.

311 Subdivision 3 - Passing Resolutions at Meetings of Members-311. Power to require directors to convene meetings of members.

312 Subdivision 3 - Passing Resolutions at Meetings of Members-312. Directors' duty to call meetings required by members.

313 Subdivision 3 - Passing Resolutions at Meetings of Members-313. Power of members to convene meeting of members at company's expense.

314 Subdivision 3 - Passing Resolutions at Meetings of Members-314. Power of Court to order meeting.

315 Subdivision 3 - Passing Resolutions at Meetings of Members-315. Resolution passed at adjourned meeting.

316 Subdivision 4 - Notice of Meetings-316. Notice required for meetings of members.

317 Subdivision 4 - Notice of Meetings-317. Contents of notices of meetings of members.

318 Subdivision 4 - Notice of Meetings-318. Notice of adjourned meetings of members.

319 Subdivision 4 - Notice of Meetings-319. Manner in which notice to be given.

320 Subdivision 4 - Notice of Meetings-320. Notification of publication of notice of meeting on website.

321 Subdivision 4 - Notice of Meetings-321. Persons entitled to receive notice of meetings of members.

322 Subdivision 4 - Notice of Meetings-322. Resolution requiring special notice.

323 Subdivision 4 - Notice of Meetings-323. Power of members to require circulation of statements.

324 Subdivision 4 - Notice of Meetings-324. Director's duty to circulate members' statement.

325 Subdivision 4 - Notice of Meetings-325. Power of Court to order non-circulation of members' statement.

326 Subdivision 4 - Notice of Meetings-326. Sending documents relating to a meeting by electronic means.

327 Subdivision 5 - Procedure at Meetings-327. Meetings of members at two or more venues.

328 Subdivision 5 - Procedure at Meetings-328. Quorum at meetings.

329 Subdivision 5 - Procedure at Meetings-329. Chairperson of meetings of members.

330 Subdivision 5 - Procedure at Meetings-330. Declaration by chairperson on a show of hands.

331 Subdivision 5 - Procedure at Meetings-331. Right to demand a poll.

332 Subdivision 5 - Procedure at Meetings-332. Voting on a poll.

333 Subdivision 5 - Procedure at Meetings-333. Representation of corporations at meetings of members.

334 Subdivision 6 - Proxies-334. Appointment of proxies.

335 Subdivision 6 - Proxies-335. Notice of meetings of members to contain statement of rights to appoint proxies.

336 Subdivision 6 - Proxies-336. Proxy as a chairperson of a meeting of members.

337 Subdivision 6 - Proxies-337. Right of proxy to demand for a poll.

338 Subdivision 6 - Proxies-338. Termination of a person's authority to act as a proxy.

339 Subdivision 7 - Class Meetings-339. Application to class meetings.

340 Subdivision 8 - Additional Requirements for Public Companies-340. Annual general meeting.

341 Subdivision 9 - Record of Resolutions and Meetings-341. Records of resolutions and meetings.

342 Subdivision 9 - Record of Resolutions and Meetings-342. Inspection of records of resolutions and meetings.

343 Subdivision 9 - Record of Resolutions and Meetings-343. Records as evidence of resolutions.

344 Subdivision 9 - Record of Resolutions and Meetings-344. Details of decisions provided by a sole member.

345 Division 6 - Remedies-345. Interpretation.

346 Division 6 - Remedies-346. Remedy in cases of an oppression.

347 Division 6 - Remedies-347. Derivative proceedings.

348 Division 6 - Remedies-348. Leave of Court.

349 Division 6 - Remedies-349. Effect of ratification.

350 Division 6 - Remedies-350. Powers of the Court.

351 Division 6 - Remedies-351. Injunction.

352 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-352. Registration of charges.

353 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-353. Types of charges require registration.

354 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-354. Registration of charges created over property outside Malaysia.

355 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-355. Registration of charges in series of debentures.

356 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-356. Duty of company to register charges existing on property acquired.

357 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-357. Register of charges to be kept by Registrar.

358 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-358. Endorsement of certificate of registration on debentures.

359 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-359. Assignment and variation of charge.

360 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-360. Satisfaction and release of property from charge.

361 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-361. Extension of time and rectification of register of charges.

362 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-362. Company to keep instruments of charges and register of charges.

363 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-363. Documents made out of Malaysia.

364 Division 7 - Charges, Arrangements and Reconstructions and Receivership Subdivision 1 - Charges-364. Application of this Subdivision to foreign company.

365 Subdivision 2 - Arrangements and Reconstructions-365. Interpretation.

366 Subdivision 2 - Arrangements and Reconstructions-366. Power of Court to order compromise or arrangement with creditors and members.

367 Subdivision 2 - Arrangements and Reconstructions-367. Power of Court to appoint insolvency practitioner.

368 Subdivision 2 - Arrangements and Reconstructions-368. Power of Court to restrain proceedings.

368A Subdivision 2 - Arrangements and Reconstructions-368A. Power of Court to restrain proceedings, etc., against related company.

368B Subdivision 2 - Arrangements and Reconstructions-368B. Super priority for rescue financing for compromise or arrangement.

368C Subdivision 2 - Arrangements and Reconstructions-368C. Restraint of disposition of property, etc., during the period of restraining order.

368D Subdivision 2 - Arrangements and Reconstructions-368D. Power of Court to cram down.

369 Subdivision 2 - Arrangements and Reconstructions-369. Information as to compromise or arrangement with creditors and members.

369A Subdivision 2 - Arrangements and Reconstructions-369A. Power of Court to order revote.

369B Subdivision 2 - Arrangements and Reconstructions-369B. Filing, inspection and adjudication of proof of debt.

369C Subdivision 2 - Arrangements and Reconstructions-369C. Power of Court to approve compromise or arrangement without meeting of creditors.

369D Subdivision 2 - Arrangements and Reconstructions-369D. Power of Court to review act, omission or decision, etc., after approval, etc., of compromise or arrangement.

370 Subdivision 2 - Arrangements and Reconstructions-370. Reconstruction and amalgamation of companies.

371 Subdivision 2 - Arrangements and Reconstructions-371. Right of offeror to buy out.

372 Subdivision 3 - Receivers and Receivers and Managers-372. Qualification for appointment of receiver or receiver and manager.

373 Subdivision 3 - Receivers and Receivers and Managers-373. Disqualification for appointment as receiver or receiver and manager.

374 Subdivision 3 - Receivers and Receivers and Managers-374. Appointment of receiver or receiver and manager.

375 Subdivision 3 - Receivers and Receivers and Managers-375. Appointment of receiver or receiver and manager under instrument.

376 Subdivision 3 - Receivers and Receivers and Managers-376. Appointment of receiver or receiver and manager by Court.

377 Subdivision 3 - Receivers and Receivers and Managers-377. Notice of appointment of receiver or receiver and manager.

378 Subdivision 3 - Receivers and Receivers and Managers-378. Vacancy in office of receiver or receiver and manager.

379 Subdivision 3 - Receivers and Receivers and Managers-379. Notice of cessation of office.

380 Subdivision 3 - Receivers and Receivers and Managers-380. Statement relating to appointment of receiver or receiver and manager.

381 Subdivision 3 - Receivers and Receivers and Managers-381. Liability of receiver or receiver and manager.

382 Subdivision 3 - Receivers and Receivers and Managers-382. Liability for contract.

383 Subdivision 3 - Receivers and Receivers and Managers-383. Power of receiver or receiver and manager.

384 Subdivision 3 - Receivers and Receivers and Managers-384. Application to Court for directions.

385 Subdivision 3 - Receivers and Receivers and Managers-385. Appointment of liquidator as receiver or receiver and manager in cases of winding up.

386 Subdivision 3 - Receivers and Receivers and Managers-386. Powers of receiver or receiver and manager on liquidation.

387 Subdivision 3 - Receivers and Receivers and Managers-387. Power of Court to fix remuneration of receiver or receiver and manager.

388 Subdivision 3 - Receivers and Receivers and Managers-388. Provisions as to information if receiver or receiver and manager appointed.

389 Subdivision 3 - Receivers and Receivers and Managers-389. Obligations of company and directors to provide information to receiver or receiver and manager.

390 Subdivision 3 - Receivers and Receivers and Managers-390. Submission of statement of affairs.

391 Subdivision 3 - Receivers and Receivers and Managers-391. Lodging of accounts of receiver or receiver and manager.

392 Subdivision 3 - Receivers and Receivers and Managers-392. Payments of certain debts subject to floating charge in priority to claims under charge.

393 Subdivision 3 - Receivers and Receivers and Managers-393. Enforcement of duty of receiver or receiver and manager, etc, to make returns.

394 Division 8 - Corporate Rescue Mechanism-394. Interpretation.

395 Subdivision 1 - Corporate Voluntary Arrangement-395. Non-application of this Subdivision.

396 Subdivision 1 - Corporate Voluntary Arrangement-396. Persons who may propose voluntary arrangement.

397 Subdivision 1 - Corporate Voluntary Arrangement-397. Proposal for voluntary arrangement.

398 Subdivision 1 - Corporate Voluntary Arrangement-398. Moratorium.

398A Subdivision 1 - Corporate Voluntary Arrangement-398A. Recovery of secured property during voluntary arrangement.

399 Subdivision 1 - Corporate Voluntary Arrangement-399. Summoning of meetings.

400 Subdivision 1 - Corporate Voluntary Arrangement-400. Decisions of meetings.

401 Subdivision 1 - Corporate Voluntary Arrangement-401. Implementation of proposal.

402 Subdivision 1 - Corporate Voluntary Arrangement-402. Arrangements coming to an end prematurely.

403 Subdivision 2 - Judicial Management-403. Non-application of this Subdivision.

404 Subdivision 2 - Judicial Management-404. Application to Court for a company to be placed under judicial management and for appointment of a judicial manager.

405 Subdivision 2 - Judicial Management-405. Power of Court to make a judicial management order and appoint a judicial manager.

406 Subdivision 2 - Judicial Management-406. Duration of judicial management order and its extension.

407 Subdivision 2 - Judicial Management-407. Nomination of judicial manager.

408 Subdivision 2 - Judicial Management-408. Notice of application for judicial management order.

409 Subdivision 2 - Judicial Management-409. Dismissal of application for judicial management order.

410 Subdivision 2 - Judicial Management-410. Effect of application for a judicial management order.

411 Subdivision 2 - Judicial Management-411. Effect of judicial management order.

412 Subdivision 2 - Judicial Management-412. Notification that a company is under judicial management order.

413 Subdivision 2 - Judicial Management-413. Vacancy in appointment of judicial manager.

414 Subdivision 2 - Judicial Management-414. General powers and duties of judicial manager.

415 Subdivision 2 - Judicial Management-415. Power to deal with charged property, etc.

415A Subdivision 2 - Judicial Management-415A. Super priority for rescue financing for judicial management.

416 Subdivision 2 - Judicial Management-416. Agency and liability for contracts.

417 Subdivision 2 - Judicial Management-417. Vacation of office and release.

418 Subdivision 2 - Judicial Management-418. Information to be given by and to judicial manager.

419 Subdivision 2 - Judicial Management-419. Company's statement of affairs.

420 Subdivision 2 - Judicial Management-420. Statement of proposals.

421 Subdivision 2 - Judicial Management-421. Consideration of proposals by creditors' meeting.

422 Subdivision 2 - Judicial Management-422. Committee of creditors.

423 Subdivision 2 - Judicial Management-423. Duty to manage company's affairs, etc, in accordance with approved proposals.

424 Subdivision 2 - Judicial Management-424. Duty to apply for discharge of judicial management order.

425 Subdivision 2 - Judicial Management-425. Protection of interests of creditors and members.

426 Subdivision 2 - Judicial Management-426. Undue preference in judicial management.

427 Subdivision 2 - Judicial Management-427. Delivery and seizure of property.

428 Subdivision 2 - Judicial Management-428. Duty to co-operate with judicial manager.

429 Subdivision 2 - Judicial Management-429. Inquiry into company's dealings, etc.

430 Subdivision 2 - Judicial Management-430. Application of provisions of winding up of a company under judicial management.

430A Division 9 - Protection for Essential Goods and Services-430A. Protection for essential goods and services.

431 PART IV CESSATION OF COMPANIES Division 1 - Voluntary and Compulsory Winding Up Subdivision 1 - Preliminary-431. Application of winding up provisions.

432 PART IV CESSATION OF COMPANIES Division 1 - Voluntary and Compulsory Winding Up Subdivision 1 - Preliminary-432. Modes of winding up.

433 PART IV CESSATION OF COMPANIES Division 1 - Voluntary and Compulsory Winding Up Subdivision 1 - Preliminary-433. Qualification of liquidator.

434 PART IV CESSATION OF COMPANIES Division 1 - Voluntary and Compulsory Winding Up Subdivision 1 - Preliminary-434. Government bound by certain provisions.

435 Subdivision 2 - Contributories-435. Liability as contributories of present and past members.

436 Subdivision 2 - Contributories-436. Nature of liability of contributory.

437 Subdivision 2 - Contributories-437. Contributories in the case of death of member.

438 Subdivision 2 - Contributories-438. Contributories in case of bankruptcy of member.

439 Subdivision 3 - Voluntary Winding Up-439. Circumstances in which company may be wound up voluntarily.

440 Subdivision 3 - Voluntary Winding Up-440. Interim liquidators.

441 Subdivision 3 - Voluntary Winding Up-441. Date of commencement of winding up.

442 Subdivision 3 - Voluntary Winding Up-442. Effect of voluntary winding up.

443 Subdivision 3 - Voluntary Winding Up-443. Declaration of solvency.

444 Subdivision 3 - Voluntary Winding Up-444. Distinction between "members" and "creditors" voluntary winding up.

445 Subdivision 4 - Members' Voluntary Winding Up-445. Appointment and removal of liquidator.

446 Subdivision 4 - Members' Voluntary Winding Up-446. Power to fill vacancy in office of liquidator.

447 Subdivision 4 - Members' Voluntary Winding Up-447. Duty of liquidator to call for creditors' meeting in case of insolvency.

448 Subdivision 4 - Members' Voluntary Winding Up-448. Conversion to creditors' voluntary winding up.

449 Subdivision 5 - Creditors' Voluntary Winding Up-449. Meeting of creditors.

450 Subdivision 5 - Creditors' Voluntary Winding Up-450. Liquidators in creditors' voluntary winding up.

451 Subdivision 5 - Creditors' Voluntary Winding Up-451. Property and proceedings.

452 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-452. Distribution of property of company.

453 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-453. Appointment or removal of liquidator by Court.

454 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-454. Remuneration of liquidators in voluntary winding up.

455 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-455. Act of liquidator valid, etc.

456 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-456. Powers of liquidator in a voluntary winding up.

457 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-457. Power of liquidator to accept shares, etc., as consideration for sale of property of company.

458 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-458. Annual meeting of members and creditors.

459 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-459. Final meeting and dissolution.

460 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-460. Arrangement binding on creditors.

461 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-461. Application to Court to have questions determined or powers exercised.

462 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-462. Costs.

463 Subdivision 6 - Provisions Applicable to Every Voluntary Winding Up-463. Limitation on right to wind up voluntarily.

464 Subdivision 7 - Winding Up by Court-464. Petition of winding up.

465 Subdivision 7 - Winding Up by Court-465. Circumstances in which company may be wound up by Court.

466 Subdivision 7 - Winding Up by Court-466. Definition of "inability to pay debts".

467 Subdivision 7 - Winding Up by Court-467. Commencement of winding up by the Court.

468 Subdivision 7 - Winding Up by Court-468. Payment of preliminary costs by petitioner.

469 Subdivision 7 - Winding Up by Court-469. Powers of Court on hearing petition for winding up.

470 Subdivision 7 - Winding Up by Court-470. Power of Court to stay or restrain proceedings against company prior to order of winding up.

471 Subdivision 7 - Winding Up by Court-471. Action or proceeding stayed after winding up order.

472 Subdivision 7 - Winding Up by Court-472. Avoidance of dispositions of property or certain attachment, etc.

473 Subdivision 7 - Winding Up by Court-473. Petition to be lis pendens.

474 Subdivision 7 - Winding Up by Court-474. Lodgement of winding up order.

475 Subdivision 7 - Winding Up by Court-475. Effect of winding up order.

476 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-476. Interim liquidator.

477 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-477. Appointment, style, etc, of liquidators.

478 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-478. Appointment of other person as liquidator other than Official Receiver.

479 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-479. Remuneration of liquidators in winding up by Court.

480 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-480. Control of approved liquidator by Official Receiver.

481 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-481. Control of Official Receiver by Minister.

482 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-482. Resignation or removal of liquidator in winding up by Court.

483 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-483. Custody and vesting of company's property.

484 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-484. Submission of statement of affairs of company.

485 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-485. Report by liquidator.

486 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-486. Powers of liquidator in winding up by Court.

487 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-487. Exercise and control of liquidator's powers.

488 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-488. Liquidator to pay moneys received into bank account.

489 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-489. Settlement of list of contributories and application of assets.

490 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-490. Release of liquidators and dissolution of company.

491 Subdivision 8 - Provisions relating to Liquidators in Winding Up by Court-491. Orders of release or dissolution.

492 Subdivision 9 - General Powers of Court in Winding Up by Court-492. Power of Court to stay winding up.

493 Subdivision 9 - General Powers of Court in Winding Up by Court-493. Power of Court to terminate winding up.

494 Subdivision 9 - General Powers of Court in Winding Up by Court-494. Matters relating to stay and termination of winding up.

495 Subdivision 9 - General Powers of Court in Winding Up by Court-495. Debts due by contributory to company and extent of set off.

496 Subdivision 9 - General Powers of Court in Winding Up by Court-496. Power of Court to make calls.

497 Subdivision 9 - General Powers of Court in Winding Up by Court-497. Payment of moneys due to company into named bank.

498 Subdivision 9 - General Powers of Court in Winding Up by Court-498. Order on contributory conclusive evidence.

499 Subdivision 9 - General Powers of Court in Winding Up by Court-499. Appointment of special manager.

500 Subdivision 9 - General Powers of Court in Winding Up by Court-500. Claims of creditors and distribution of assets.

501 Subdivision 9 - General Powers of Court in Winding Up by Court-501. Inspection of books and papers by creditors and contributories.

502 Subdivision 9 - General Powers of Court in Winding Up by Court-502. Power to summon persons connected with company.

503 Subdivision 9 - General Powers of Court in Winding Up by Court-503. Power to order public examination of promoters, directors, etc.

504 Subdivision 9 - General Powers of Court in Winding Up by Court-504. Power to arrest absconding contributory.

505 Subdivision 9 - General Powers of Court in Winding Up by Court-505. Delegation of powers of Court to liquidator.

506 Subdivision 9 - General Powers of Court in Winding Up by Court-506. Powers of Court cumulative.

507 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-507. Investment of surplus funds on general account.

508 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-508. Unclaimed assets to be paid to receiver of revenue.

509 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-509. Books and papers to be kept by liquidator.

510 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-510. Control of Court over liquidators.

511 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-511. Delivery of property to liquidator.

512 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-512. Powers of Official Receiver where no committee of inspection.

513 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-513. Notice of appointment and address of liquidator.

514 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-514. Liquidator's accounts.

515 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-515. Liquidator to make good defaults.

516 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-516. Notification that a company is in liquidation.

517 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-517. Appeal against decision of liquidator.

518 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-518. Books and papers of company.

519 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-519. Expenses of winding up where assets insufficient.

520 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-520. Resolutions passed at adjourned meetings of creditors and contributories.

521 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-521. Meetings to ascertain wishes of creditors or contributories.

522 Division 2 - Provisions Applicable to Every Winding Up Subdivision 1 - General-522. Special commission for receiving evidence.

523 Subdivision 2 - Proof and Ranking of Claims-523. Description of debts provable in winding up.

524 Subdivision 2 - Proof and Ranking of Claims-524. Rights and duties of secured creditors.

525 Subdivision 2 - Proof and Ranking of Claims-525. Rights and duties of unsecured creditors.

526 Subdivision 2 - Proof and Ranking of Claims-526. Mutual credit and set-off.

527 Subdivision 2 - Proof and Ranking of Claims-527. Priorities.

528 Subdivision 3 - Effect on Other Transactions-528. Undue preference.

529 Subdivision 3 - Effect on Other Transactions-529. Effect of floating charge.

530 Subdivision 3 - Effect on Other Transactions-530. Liquidator's right to recover in respect of certain sales to or by company.

531 Subdivision 3 - Effect on Other Transactions-531. Disclaimer of onerous property.

532 Subdivision 3 - Effect on Other Transactions-532. Interpretation.

533 Subdivision 3 - Effect on Other Transactions-533. Restriction of rights of creditor as to execution or attachment.

534 Subdivision 3 - Effect on Other Transactions-534. Duties of bailiff as to goods taken in execution.

535 Subdivision 3 - Effect on Other Transactions-535. Power of Court to declare dissolution of company void.

536 Subdivision 4 - Offences-536. Offences by officers of companies in liquidation.

537 Subdivision 4 - Offences-537. Inducement to be appointed as liquidator, etc.

538 Subdivision 4 - Offences-538. Falsification of books, etc.

539 Subdivision 4 - Offences-539. Liability where proper accounts not kept.

540 Subdivision 4 - Offences-540. Responsibility for fraudulent trading.

541 Subdivision 4 - Offences-541. Power of Court to assess damages against delinquent officers, etc.

542 Subdivision 4 - Offences-542. Prosecution of delinquent officers and members of company.

543 Division 3 - Winding Up of Unregistered Companies-543. Provisions of Division cumulative.

544 Division 3 - Winding Up of Unregistered Companies-544. Unregistered company.

545 Division 3 - Winding Up of Unregistered Companies-545. Winding up of unregistered companies.

546 Division 3 - Winding Up of Unregistered Companies-546. Contributories in winding up of unregistered company.

547 Division 3 - Winding Up of Unregistered Companies-547. Power of Court to stay or restrain proceedings.

548 Division 3 - Winding Up of Unregistered Companies-548. Outstanding assets of a dissolved unregistered company.

549 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-549. Power of Registrar to strike off company.

550 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-550. Application to strike off company.

551 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-551. Notice of intention to strike off company.

552 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-552. Objection to striking off.

553 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-553. Withdrawal of striking off application.

554 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-554. Effect of striking off.

555 Division 4 - Striking Off and Management of Assets of Dissolved Companies Subdivision 1 - Striking Off-555. Power of Court to reinstate struck off company into register.

556 Subdivision 2 - Management of Assets of Dissolved Companies-556. Power of Registrar to represent dissolved company in certain circumstances.

557 Subdivision 2 - Management of Assets of Dissolved Companies-557. Outstanding assets of dissolved or struck off company to vest in Registrar.

558 Subdivision 2 - Management of Assets of Dissolved Companies-558. Disposal of outstanding interests in property.

559 Subdivision 2 - Management of Assets of Dissolved Companies-559. Liability of Registrar and Government as to property vested in Registrar.

560 Subdivision 2 - Management of Assets of Dissolved Companies-560. Accounts and audit.

561 PART V MISCELLANEOUS Division 1 - Foreign Companies-561. Prohibition on carrying on business in Malaysia.

562 PART V MISCELLANEOUS Division 1 - Foreign Companies-562. Registration of foreign companies.

563 PART V MISCELLANEOUS Division 1 - Foreign Companies-563. Requirement for foreign companies to have agent.

564 PART V MISCELLANEOUS Division 1 - Foreign Companies-564. Name of foreign company and its publication.

565 PART V MISCELLANEOUS Division 1 - Foreign Companies-565. Obligation to state name of foreign company, whether limited, and place where incorporated.

566 PART V MISCELLANEOUS Division 1 - Foreign Companies-566. Requirement to have a registered office.

567 PART V MISCELLANEOUS Division 1 - Foreign Companies-567. Return to be filed where documents, etc, altered.

568 PART V MISCELLANEOUS Division 1 - Foreign Companies-568. The branch register.

569 PART V MISCELLANEOUS Division 1 - Foreign Companies-569. Registration of shares in branch register.

570 PART V MISCELLANEOUS Division 1 - Foreign Companies-570. Removal of shares from branch register.

571 PART V MISCELLANEOUS Division 1 - Foreign Companies-571. Index of members, inspection and closing of branch registers.

572 PART V MISCELLANEOUS Division 1 - Foreign Companies-572. Transfer of shares and rectification.

573 PART V MISCELLANEOUS Division 1 - Foreign Companies-573. Branch register to be prima facie evidence.

573A PART V MISCELLANEOUS Division 1 - Foreign Companies-573A. Beneficial ownership of foreign company.

574 PART V MISCELLANEOUS Division 1 - Foreign Companies-574. Accounts to be kept by foreign companies.

575 PART V MISCELLANEOUS Division 1 - Foreign Companies-575. Financial statements.

576 PART V MISCELLANEOUS Division 1 - Foreign Companies-576. Annual return.

577 PART V MISCELLANEOUS Division 1 - Foreign Companies-577. Service of notice.

578 PART V MISCELLANEOUS Division 1 - Foreign Companies-578. Cessation of business in Malaysia.

579 PART V MISCELLANEOUS Division 1 - Foreign Companies-579. Power of foreign companies to hold immovable property.

580 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-580. As to rights of witnesses to legal representation.

580A Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-580A. Security for costs.

581 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-581. Power to grant relief.

582 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-582. Irregularities in proceedings.

583 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-583. Disposal of shares of shareholder whose whereabouts unknown.

584 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-584. Furnishing of information and particulars of shareholding.

585 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-585. Court may compel compliance.

586 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-586. Translations of instruments.

587 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-587. Protection to certain officers who make disclosures.

588 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-588. General penalty.

589 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-589. Proceedings how and when taken.

590 Division 2 - Enforcement and Sanctions Subdivision 1 - Enforcement of the Act-590. Investigation of affairs of company at direction of Minister.

591 Subdivision 2 - General Offences-591. False and misleading statements.

592 Subdivision 2 - General Offences-592. False reports.

593 Subdivision 2 - General Offences-593. False report or statement to the Registrar.

594 Subdivision 2 - General Offences-594. Fraudulently inducing persons to invest money.

595 Subdivision 2 - General Offences-595. Fraud by officer.

596 Subdivision 2 - General Offences-596. Restriction on offering shares, debentures, etc., for subscription or purchase.

597 Subdivision 2 - General Offences-597. Restriction on the use of words "Limited", "Berhad" and "Sendirian".

598 Subdivision 2 - General Offences-598. Prosecution of delinquent officers of company.

599 Division 3 - General Provisions-599. Evidentiary value of copies certified by Registrar.

600 Division 3 - General Provisions-600. Evidence of statutory requirements.

601 Division 3 - General Provisions-601. Registers and inspection of register.

602 Division 3 - General Provisions-602. Rectification of registers.

603 Division 3 - General Provisions-603. Disposal of old records.

604 Division 3 - General Provisions-604. Electronic lodgement of documents.

605 Division 3 - General Provisions-605. Issuing document electronically.

606 Division 3 - General Provisions-606. Electronic information, etc, certified by Registrar admissible in evidence.

607 Division 3 - General Provisions-607. Enforcement of duty to make returns.

608 Division 3 - General Provisions-608. Relodging of lost or destroyed documents.

609 Division 3 - General Provisions-609. Time for lodging documents and extension of time.

610 Division 3 - General Provisions-610. Particulars and manner of information required to be lodged under this Act.

611 Division 3 - General Provisions-611. Time for compliance with the requirements under this Act.

612 Division 3 - General Provisions-612. Methods of communication between company and members.

612A Division 3 - General Provisions-612A. Publication or advertisement on website.

613 Division 3 - General Provisions-613. Power to make regulations.

614 Division 3 - General Provisions-614. Power to impose terms and conditions.

615 Division 3 - General Provisions-615. Exemption.

616 Division 3 - General Provisions-616. Rules.

617 Division 3 - General Provisions-617. Power to amend Schedules.

618 Division 4 - Saving and Transitional-618. Transitional provisions relating to abolition of nominal value.

619 Division 4 - Saving and Transitional-619. General transitional provisions.

620 Division 4 - Saving and Transitional-620. Repeal and savings.

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