LAWS OF MALAYSIAAct 614COMPANIES CO

LAWS OF MALAYSIA


Act 614


COMPANIES COMMISSION OF MALAYSIA ACT 2001

An Act to establish the Companies Commission of Malaysia, to provide for its functions and powers and for matters connected therewith.

[16 April 2002, P.U. (B) 127/2002]

ENACTED by the Parliament of Malaysia as follows:


Part I

PRELIMINARY

Short title and commencement

1. (1) This Act may be cited as the Companies Commission of Malaysia Act 2001.

(2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette, and the Minister may appoint different dates for different provisions of this Act.

Interpretation

2. In this Act, unless the context otherwise requires—

“this Act” includes any subsidiary legislation made under this Act;


“member” means a member of the Commission and includes the Chairman;

“rights” means all rights, powers, privileges and immunities, whether actual, contingent or prospective;

Laws of Malaysia Act 614

“property” includes all property, movable and immovable, and all estates, interests, easements or rights, whether equitable or legal in, to or out of property, choses-in-action, money and goodwill;

“committee” means any committee established by the Commission under section 19;
“Chief Executive Officer” means the Chief Executive Officer appointed under section 11;
“Fund” means the Fund established under section 28;

“liabilities” means liabilities, debts, charges, duties and obligations of every description whether present or future, actual or contingent, and whether payable or to be observed or performed in Malaysia or elsewhere;

“Minister” means the Minister for the time being charged with the responsibility for the registration of companies, trust companies and businesses;

“Registrar of Businesses” means the Registrar of Businesses under the Registration of Businesses Act 1956 [Act 197];
“Registrar of Companies” means the Registrar of Companies under the Companies Act 1965 [Act 125];
“Chairman” means the Chairman appointed under section 6;

“corporation” has the meaning assigned to it in the Companies Act 1965;
“business” has the meaning assigned to it in the Registration of Businesses Act 1956;
“Commission” means the Companies Commission of Malaysia established under section 3;
“company” has the meaning assigned to it in the Companies Act 1965;
“vesting date” means the date on which property, rights and liabilities specified by the Minister in the order under subsection

Companies Commission of Malaysia

4(1), to which the Government of Malaysia, the Registrar of Companies and the Registrar of Businesses were entitled or subject to, are transferred to and vested in the Commission;

“appointed date” means the date on which this Act comes into force;
“vested”, in relation to property, includes having rights to property which are future or contingent and rights in reversion and remainder.



Part II

THE COMMISSION

Establishment of the Commission

3. (1) A body corporate by the name of “Companies Commission of Malaysia” is established.

The Commission shall have perpetual succession and a common seal.
The Commission may sue and be sued in its name.

Subject to and for the purposes of this Act, the Commission may, upon such terms as the Commission deems fit—

enter into contracts;

acquire, purchase, take, hold and enjoy movable and immovable property of every description; and

convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer, or otherwise dispose of, or deal with, any movable or immovable property or any interest in such property vested in the Commission.

Vesting provisions

4. (1) Subject to this Act, the Minister may, from time to time, by order published in the Gazette, appoint a vesting date and on such date all property of the Government of Malaysia and all the rights or liabilities of the Government of Malaysia, the Registrar

10 Laws of Malaysia Act 614

of Companies and the Registrar of Businesses specified by the Minister in such order shall, by virtue of this Act, be transferred to and vested in the Commission without any conveyance, assignment or transfer.

Every property vested by virtue of subsection (1) in the Commission shall be so vested in the Commission for the like title, estate or interest and on the like tenure as the property was vested or held immediately before the vesting date.

Every chose-in-action vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person bound by the chose- in-action of the vesting effected under subsection (1) .

Every right and liability vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person whose right or liability is affected by the vesting effected under subsection (1).

Any pending legal proceedings by or against the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses which relate to any property, right or liability transferred to and vested in the Commission by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Commission.

In the case of rights and liabilities arising under any loans which are vested in the Commission on the vesting date, the Commission may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any other party.

On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the Commission under subsection (1) to which the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses was a party immediately before the vesting date,

Companies Commission of Malaysia 11

whether in writing or not, and whether or not of such a nature that rights and liabilities under the agreement could be assigned by the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses, shall have effect as if the Commission had been a party to the agreement.

Common seal

5. (1) The common seal of the Commission shall bear such device as the Commission may approve and such seal may, from time to time, be broken, changed, altered and made anew as the Commission thinks fit.

The common seal shall be kept in the custody of the Chairman or any other person authorized by the Commission, and shall be authenticated by either the Chairman or by such authorized person or by any officer authorized by the Chairman in writing.

All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (2) shall, until the contrary is proved, be deemed to have been validly executed.

The common seal of the Commission shall be officially and judicially noticed.

Membership of the Commission

6. (1) The Commission shall consist of the following members who shall be appointed by the Minister:
a Chairman;

the Chief Executive Officer; and

not less than five and not more than seven other persons, three of whom shall be from the public service.
The members appointed under paragraph (1)(c) other than those who are from the public service shall be qualified persons as defined in the Legal Profession Act 1976 [Act 166] or persons who possess relevant knowledge or experience in commercial or company matters.

12 Laws of Malaysia Act 614

Tenure of office

7. Subject to such conditions as may be specified in his instrument of appointment, a member of the Commission shall, unless he sooner resigns or vacates his office or his appointment is sooner revoked, hold office for a term not exceeding three years and is eligible for reappointment.

Revocation and resignation

8. (1) The appointment of any member of the Commission may, at any time, be revoked by the Minister without assigning any reason for the revocation.

(2) A member may resign his office by giving notice in writing to the Minister.

Vacation of office

9. The office of a member of the Commission shall be vacated—

(a) if he dies;

(b) if he has been convicted of any offence and sentenced to imprisonment for a term of not less than four months;

(c) if he becomes a bankrupt;

(d) if he is of unsound mind or is otherwise incapable of discharging his duties; or

(e) if he absents himself from three consecutive meetings of the Commission without the leave of the Chairman or, in the case of the Chairman, without the leave of the Minister.


Remuneration or allowance

10. Members of the Commission and any person invited to attend any meeting or deliberation of the Commission under section 13 may be paid such remuneration or allowance as the Minister may determine.

Companies Commission of Malaysia 13

The Chief Executive Officer and Directors

(1) The Minister shall appoint—

a person who is a qualified person as defined in the Legal Profession Act 1976 or who possesses relevant knowledge or experience in commercial or company matters to be the Chief Executive Officer of the Commission; and

two persons, who shall be known as Directors, to be deputies to the Chief Executive Officer,
on such terms and conditions as the Minister may determine, for the proper administration of this Act and the laws specified in the First Schedule, and may revoke the appointment of any person so appointed without assigning any reason for the revocation.

The Chief Executive Officer shall be responsible for the day-to-day administration of the Commission.

Kết quả (Việt) 1:

LUẬT PHÁP CỦA MALAYSIAĐạo luật 614CÔNG TY ỦY BAN CỦA MALAYSIA ĐẠO LUẬT NĂM 2001Một đạo luật thiết lập Ủy ban công ty của Malaysia, để cung cấp cho các chức năng và quyền hạn và về các vấn đề kết nối thảm.[16 tháng 4 năm 2002, P.U. (B) 127/2002]Ban hành bởi Quốc hội Malaysia như sau:Phần ISƠ BỘNgắn tiêu đề và bắt đầu1. (1) hành động này có thể được coi là các công ty ủy ban của Malaysia đạo luật năm 2001. (2) hành động này đi vào hoạt động vào một ngày được bổ nhiệm bởi bộ trưởng bằng một thông báo tại công báo, và bộ trưởng có thể chỉ định ngày khác nhau cho các quy định khác nhau của hành động này.Giải thích2. trong luật này, trừ khi bối cảnh khác yêu cầu — "hành động này" bao gồm bất kỳ pháp luật công ty con được thực hiện theo đạo luật này; "thành viên" có nghĩa là một thành viên của Ủy ban và bao gồm chủ tịch; "quyền" có nghĩa là tất cả các quyền, quyền hạn, đặc quyền và miễn trừ, cho dù thực tế, đội ngũ hoặc tiềm năng;Luật pháp của Malaysia Act 614 "tài sản" bao gồm tất cả các bất động sản, di chuyển và bất động, và tất cả bất động sản, lợi ích, xây hoặc quyền, cho dù công bằng hoặc quy phạm pháp luật trong, để hoặc ra khỏi bất động sản, choses trong hành động, tiền bạc và thiện chí; "Ủy ban" có nghĩa là bất kỳ Ủy ban được thành lập bởi Ủy ban mục 19; "Giám đốc điều hành" có nghĩa là giám đốc điều hành bầu theo phần 11;"Quỹ" có nghĩa là các quỹ được thành lập theo phần 28; "trách nhiệm pháp lý" có nghĩa là khoản nợ, khoản nợ, chi phí, nhiệm vụ và nghĩa vụ của mỗi mô tả cho dù hiện tại hoặc tương lai, thực tế hoặc đội ngũ, và cho dù phải trả hoặc để được quan sát thấy hoặc thực hiện trong Malaysia hoặc ở nơi khác; "Bộ trưởng" có nghĩa là bộ trưởng tiên bị tính phí với trách nhiệm cho việc đăng ký của công ty, công ty tin tưởng và các doanh nghiệp; "Công ty đăng ký của doanh nghiệp" có nghĩa là công ty đăng ký kinh doanh theo các đăng ký của các doanh nghiệp đạo luật 1956 [đạo luật 197]; "Công ty đăng ký của công ty" có nghĩa là đăng ký công ty theo công ty luật 1965 [đạo luật 125];"Chủ tịch" có nghĩa là chủ tịch bầu theo phần 6; "công ty" có ý nghĩa được gán trong công ty luật 1965; "kinh doanh" có ý nghĩa được gán vào các đăng ký của các doanh nghiệp đạo luật năm 1956; "Hoa hồng" có nghĩa là các công ty ủy ban của Malaysia được thành lập theo phần 3; "công ty" có ý nghĩa được gán trong công ty luật 1965; "vesting ngày" có nghĩa là ngày mà tài sản, quyền và trách nhiệm pháp lý quy định của bộ trưởng theo thứ tự theo tiểu mụcCông ty ủy ban của Malaysia4(1), để mà chính phủ Malaysia, công ty đăng ký công ty và công ty đăng ký của các doanh nghiệp đã được mang tên hoặc tùy thuộc vào, được chuyển đến và trao cho Ủy ban; "chỉ định ngày" có nghĩa là ngày mà hành động này có hiệu lực; “vested”, in relation to property, includes having rights to property which are future or contingent and rights in reversion and remainder.Part IITHE COMMISSIONEstablishment of the Commission3. (1) A body corporate by the name of “Companies Commission of Malaysia” is established. The Commission shall have perpetual succession and a common seal. The Commission may sue and be sued in its name. Subject to and for the purposes of this Act, the Commission may, upon such terms as the Commission deems fit— enter into contracts; acquire, purchase, take, hold and enjoy movable and immovable property of every description; and convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer, or otherwise dispose of, or deal with, any movable or immovable property or any interest in such property vested in the Commission. Vesting provisions4. (1) Subject to this Act, the Minister may, from time to time, by order published in the Gazette, appoint a vesting date and on such date all property of the Government of Malaysia and all the rights or liabilities of the Government of Malaysia, the Registrar10 Laws of Malaysia Act 614of Companies and the Registrar of Businesses specified by the Minister in such order shall, by virtue of this Act, be transferred to and vested in the Commission without any conveyance, assignment or transfer. Every property vested by virtue of subsection (1) in the Commission shall be so vested in the Commission for the like title, estate or interest and on the like tenure as the property was vested or held immediately before the vesting date. Every chose-in-action vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person bound by the chose- in-action of the vesting effected under subsection (1) . Every right and liability vested by virtue of subsection (1) in the Commission may, on and after the vesting date, be sued on, recovered or enforced by the Commission in its own name and it shall not be necessary for the Commission, the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses to give notice to the person whose right or liability is affected by the vesting effected under subsection (1). Any pending legal proceedings by or against the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses which relate to any property, right or liability transferred to and vested in the Commission by virtue of subsection (1) may, on and after the vesting date, be continued by or against the Commission. In the case of rights and liabilities arising under any loans which are vested in the Commission on the vesting date, the Commission may enter into such arrangements or agreements over such rights and liabilities with the Government of Malaysia or any other party. On and after the vesting date, any agreement relating to any property, rights and liabilities transferred to and vested in the Commission under subsection (1) to which the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses was a party immediately before the vesting date, Companies Commission of Malaysia 11whether in writing or not, and whether or not of such a nature that rights and liabilities under the agreement could be assigned by the Government of Malaysia, the Registrar of Companies or the Registrar of Businesses, shall have effect as if the Commission had been a party to the agreement.Common seal5. (1) The common seal of the Commission shall bear such device as the Commission may approve and such seal may, from time to time, be broken, changed, altered and made anew as the Commission thinks fit. The common seal shall be kept in the custody of the Chairman or any other person authorized by the Commission, and shall be authenticated by either the Chairman or by such authorized person or by any officer authorized by the Chairman in writing. All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (2) shall, until the contrary is proved, be deemed to have been validly executed. The common seal of the Commission shall be officially and judicially noticed. Membership of the Commission6. (1) The Commission shall consist of the following members who shall be appointed by the Minister: a Chairman; the Chief Executive Officer; and not less than five and not more than seven other persons, three of whom shall be from the public service. The members appointed under paragraph (1)(c) other than those who are from the public service shall be qualified persons as defined in the Legal Profession Act 1976 [Act 166] or persons who possess relevant knowledge or experience in commercial or company matters. 12 Laws of Malaysia Act 614Tenure of office7. Subject to such conditions as may be specified in his instrument of appointment, a member of the Commission shall, unless he sooner resigns or vacates his office or his appointment is sooner revoked, hold office for a term not exceeding three years and is eligible for reappointment.Revocation and resignation8. (1) The appointment of any member of the Commission may, at any time, be revoked by the Minister without assigning any reason for the revocation. (2) A member may resign his office by giving notice in writing to the Minister.Vacation of office9. The office of a member of the Commission shall be vacated—(a) if he dies; (b) if he has been convicted of any offence and sentenced to imprisonment for a term of not less than four months;(c) if he becomes a bankrupt; (d) if he is of unsound mind or is otherwise incapable of discharging his duties; or (e) if he absents himself from three consecutive meetings of the Commission without the leave of the Chairman or, in the case of the Chairman, without the leave of the Minister.Remuneration or allowance10. Members of the Commission and any person invited to attend any meeting or deliberation of the Commission under section 13 may be paid such remuneration or allowance as the Minister may determine.Companies Commission of Malaysia 13The Chief Executive Officer and Directors (1) The Minister shall appoint— a person who is a qualified person as defined in the Legal Profession Act 1976 or who possesses relevant knowledge or experience in commercial or company matters to be the Chief Executive Officer of the Commission; and two persons, who shall be known as Directors, to be deputies to the Chief Executive Officer, on such terms and conditions as the Minister may determine, for the proper administration of this Act and the laws specified in the First Schedule, and may revoke the appointment of any person so appointed without assigning any reason for the revocation.
The Chief Executive Officer shall be responsible for the day-to-day administration of the Commission.