Malaysia Offshore Companies Act 441 – Company Law

Malaysia Company Law

The Companies Commission of Malaysia :Suruhanjaya Syarikat Malaysia is the statutory body formed under an Act of Parliament that regulates corporate and business affairs in Malaysia. The Malaysian Offshore Companies act 441 is the legislation document for offshore company law in Malaysia. You will find below the key extracts from the Malaysia Offshore Companies Act along with the full act.

Company Name

Except with the consent of the Minister, an offshore company shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or includes a name, of a kind that the Registrar is not otherwise willing to accept for registration.

An offshore company shall have the word “Corporation”, “Incorporated”, “Limited”, “Public Limited Company”, “Société Anonyme”, “Sociedad Anonima”, “Aktiengesellschaft”, “Naamloze Vennootschap”, “Perseroan Terbatas” or the abbreviations of these words as part of its name.

Registered Office

Every offshore company shall at all times have a registered office in Labuan, which shall be the principal office of a trust company.

Notice of the situation of an offshore company’s registered office shall be given in the prescribed form to the Registrar within one month after the date of the company’s incorporation.

Memorandum and Articles of Association

The memorandum of every offshore company shall be printed and divided into numbered paragraphs and dated and shall state the following: the name of the company; the objects of the company; the amount of the share capital with which it is proposed to be registered and the division thereof into shares of a fixed amount; the full name and address of each subscriber thereto; and that the subscriber or subscribers to the memorandum are desirous of being formed into an offshore company in pursuance of the memorandum and respectively agree to take the number of shares in the capital of the company set out opposite their respective names.

There shall be lodged with the memorandum of an offshore company articles of association signed by the subscribers to the memorandum prescribing regulations for the company.

Articles shall be printed; divided into numbered paragraphs; and signed by each subscriber to the memorandum or, if any subscriber is a company, sealed with its company seal or signed on its behalf.

Directors

Every offshore company shall have at least one director who may be a resident director.

Subject to any contrary provision in the articles of an offshore company, a director of an offshore company may be a corporation and such corporation may act by itself or through a nominee appointed in writing and may be appointed or may act as a director of more than one company.

A person shall not be appointed or named as a director or proposed director in the articles of an offshore company or in a prospectus unless, before the registration of the articles or the issue of the prospectus, he has, by himself or by his agent authorised in writing for the purpose, signed and caused to be lodged with the Registrar a consent in writing to act as a director.

Shareholders

Every offshore company shall keep a register of its members and enter therein:

• the names, nationalities and addresses, and any other relevant information and particulars, of the members, and a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member;
• the date at which the name of each person was entered in the register as a member;
• the date at which any person who ceased to be a member during the previous seven years so ceased to be a member; and
• the date of every allotment of shares to members and the number of shares comprised in each allotment.

Share Types

An offshore company shall have power to issue the number of shares stated in its memorandum, which may be divided into one or more classes, with such designations, preferences, limitations and relative rights as shall be stated or provided for in the articles, and all prices and values given in respect of shares shall be expressed in a currency other than Malaysian currency.

The articles may limit or deny voting rights of, or provide special voting rights for, the shares of any class or the shares within any class to any extent not inconsistent with the provisions of this Act or the regulations.

Company Restoration

Notwithstanding subsection (1), where the name of the offshore company has been struck off the register, the offshore company, or a director, member, liquidator or receiver thereof, may—

apply to the Registrar for the offshore company to be registered afresh;