section 370 companies act 2016

(b) in section 371, a company which transfers all of the shares or all of the shares in any particular class of the company. 286. 4. (6) Notwithstanding subsection (5), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court thinks fit. 134. (2) Subject to sections 82 and 83, if all or part of the consideration payable in respect of the issue of a share remains unsatisfied and the person to whom the share was issued no longer holds that share, the liability in respect of the unsatisfied consideration remains with the person to whom the share was issued or any other person who assumed that liability at the time of issue and does not attach to the subsequent shareholders. (3) The sale of any shares by a company referred to in subsection (2) shall not be made unless --, (a) a sum in respect of which the lien exists is presently payable; and. (1) A judicial management order shall remain in force for a period of six months from the date of the making of the order, unless the judicial management is otherwise discharged, but the Court may, on the application of a judicial manager, extend this period for another six months subject to such terms as the Court may impose. 520. (5) Unless otherwise provided in the constitution, if within half an hour from the time appointed for the meeting, a quorum is not present, the meeting --, (a) if convened upon the requisition of members, shall be dissolved; or. (5) If a company fails to convene an annual general meeting under this section, the Court may, on the application of any member, order a general meeting to be called. (d) made to existing members of a company within the meaning of section 457 and relates to shares in the corporation within the meaning of that section. (2) Where any receiver or receiver and manager has vacated office under paragraph (1)(a) --, (a) the remuneration and expenses properly incurred by the receiver or receiver and manager; and. 288. (2) Copies of the financial statements and reports shall be sent to the last known address provided to the company. 145. (3) The notice shall be made available on the website throughout the period beginning from the date of the notification referred to in subsection (2) until the conclusion of the meeting. none of those shares is required to have a distinguishing number as long as it remains fully paid up and ranks equally for all purposes with all shares of the same class issued and fully paid up. (3) If any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of his --, (a) subscribing or agreeing to subscribe; or. (b) after making final distribution, any unclaimed or undistributed moneys arising from the estate of the company. The Registrar may, by electronic means, issue a document which is to be issued by the Registrar under this Act. (b) for a public company, shall be at least twenty-one days before the date of its annual general meeting. 1. (b) it shall not be bound to comply with subsection (2) unless there is deposited with or tendered to the company, not later than one week before the meeting, a sum reasonably sufficient to meet its expenses in doing so. (2) Subject to the constitution of a company, the rights attached to shares are not to be regarded as different from those attached to other shares in the same class only because they do not carry the same rights to dividends in the twelve months immediately following the allotment. (1) The transfer of any securities or class of securities of a company whose securities or any class of whose securities have been deposited with a central depository shall be by way of book entry by the central depository in accordance with the rules of the central depository and notwithstanding section 105, 106 or 110, such company shall be precluded from registering and effecting any transfer of securities or class of securities which have been deposited for such company. 29. (4) Every company in relation to which an order is made under this section shall lodge an office copy of the order--, (a) with the Registrar within seven days of the making of the order; and. 555. (9) Any supplemental or replacement prospectus that has been registered with the Securities Commission under the Capital Markets and Services Act 2007 shall be lodged with the Registrar immediately upon registration with the Securities Commission together with a notice indicating which original prospectus the supplemental or replacement prospectus relates to or replaces, as the case may be. (2) All subsequent directors of a company may be appointed by ordinary resolution. (a) the company shall be a public company and shall be deemed to have been a public company on and from the date specified in the notice; (b) the company shall, on the date so specified be deemed to have changed its name by the omission from the name of the word " Sendirian'" or the abbreviation "Sdn. (2) The debts in each class specified in subsection (1) shall rank in the order but as between debts of the same class shall rank pari passu between the debts, and shall be paid in full, unless the property of the company is insufficient to meet the debts, in which case the debts shall diminish in equal proportions. 28. (b) the form is accompanied with a copy of a prospectus which has been registered by the Registrar. (1) A statement as to the affairs of the company as at the date of the winding up order showing-. (3) For the purpose of audit referred to in subsection (2), the liquidator shall furnish the auditor with such vouchers and information as the auditor requires, and the auditor may at any time require the production of and inspect any books or accounts kept by the liquidator. (7) Notwithstanding subsection (5), a person shall not be liable under that subsection if he shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to the interests of the director or trustee for the debenture holders. (1) This section applies where a resolution is proposed as a written resolution of a private company the effect of which would be to appoint a person as an auditor in place of an outgoing auditor. (2) The notice under subsection (1) shall contain--, (a) the name and full particulars of the substantial shareholder; and. 192. Duty to lodge financial statements and reports with the Registrar, 259. Notified Date of Section: 12/09/2013 . (e) the right to an equal share in dividends authorized by the Board. (b) where he is appointed as an additional auditor. (2) The Auditor General shall have all the powers in respect of those accounts as are conferred upon him by any Act relating to audit of public accounts. (d) the company has not created a charge over its property or any of its undertaking. Restriction on allotment in certain cases. Declaration by chairperson on a show of hands, 330. (3) Where at any time a person ceases to be a judicial manager of a company whether by virtue of this section or by reason of his death --, (a) any sums payable in respect of any debts or liabilities incurred while the person was a judicial manager under contracts entered into by him in the carrying out of his functions; and. (1) The Court may appoint the Official Receiver or an approved liquidator as an interim liquidator at any time after the presentation of a winding up petition and before the making of a winding up order. (9) In granting an injunction to restrain a person from engaging in particular conduct, or to require a person to do a particular act or thing, the Court may order that person to pay damages to any other person, either in addition to or in substitution of the grant of the injunction. (1) Every company shall keep records comprising --. Transactions with directors, substantial shareholders or connected persons, 228. Use this menu to access essential accompanying documents and information for this legislation item. (b) securities is made on the basis of a prospectus that is registered under the Capital Markets and Services Act 2007 later than the period after the date of issue of the prospectus as the Securities Commission may specify. (b) be redeemable in accordance with section 72; (c) confer preferential rights to distributions of capital or income; (d) confer special, limited or conditional voting rights; or. (a) paragraph (c) of that subsection shall not apply in relation to the winding up of a company in any case where the company is being wound up voluntarily merely for the purpose of reconstruction or of amalgamation with another company and the right to the compensation has on the reconstruction or amalgamation been preserved to the person entitled thereto, or where the company has entered into a contract with an insurer in respect of any liability under any law relating to workers compensation; and. (3) When the Court makes any declaration under subsection (1) or (2), the Court may give such further directions as it thinks proper for the purpose of giving effect to that declaration, and in particular may make provision for making the liability of any person under the declaration a charge on any debt or obligation due from the company to the person, or on any charge or any interest in any charge on any assets of the company held by or vested in the person or any corporation or person on his behalf, or any person claiming as assignee from or through the person liable or any corporation or person acting on his behalf, and may from time to time make such further order as is necessary for the purpose of enforcing any charge imposed under this subsection. (2) The Court, if satisfied that the determination of the question or the exercise of power will be just and beneficial, may accede wholly or partially to any such application on such terms and conditions as the Court thinks fit or may make any other order on the application as the Court thinks just. 297. (2) In applying paragraph 331(b), a demand by a proxy counts --. 4. (b) a reference to the liquidator shall be a reference to any one of the liquidators. 23. (7) Unless the context otherwise requires, any reference in this Act to a person being or becoming bankrupt or to a person assigning his estate for the benefit of his creditors or making an arrangement with his creditors under any written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act, matter or thing under or in relation to the law of bankruptcy shall be construed as including a reference to a person being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing, as the case requires, under any written law relating to bankruptcy or insolvency. (b) no partner of the firm is disqualified under subsection (1) from acting as the auditor of the company. (3) A proposal for a voluntary arrangement may also be made--, (a) by a judicial manager if a company is under a judicial management order; or. 494. (2) For the purposes of subsection (1), the nominee shall submit to the directors, a statement indicating whether or not, in his opinion--. (b) give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. (1) Subject to this section, an unlimited company may convert to a limited company by passing a special resolution and shall lodge with the Registrar a notice for conversion and specifying an appropriate alteration to its name. (b) "a serious offence involving fraud or dishonesty" means an offence that is punishable by imprisonment for a term that is not less than two years or the value of the assets derived or likely to be derived or any loss suffered by the company, member or debenture holder from the commission of such an offence exceeds two hundred and fifty thousand ringgit and includes offences under sections 591, 592, 593, 594 and 595. (1) A person shall not, whether by appointment or otherwise, go from place to place --, (a) offering shares for subscription or purchase to the public or any member of the public; or. (b) subsequently, within six months of its financial year end. 81:01 3 LAWS OF TRINIDAD AND TOBAGO L.R.O. (2) Where any property held in trust consists of or includes shares in which a person knows or has reasonable grounds for believing that he has an interest in the shares, he shall be deemed to have such interest. COMPANIES ACT 2016. (6) Where shares are allotted or are deemed to have been allotted as fully or partly paid up otherwise than in cash and the allotment is made-. (a) the proposed voluntary arrangement has a reasonable prospect of being approved and implemented; (b) the company is likely to have sufficient funds available for the company during the proposed moratorium to enable the company to carry on its business; and. (1) This section applies where a moratorium has been obtained for a company or the approval of a voluntary arrangement in relation to a company has taken effect. (l) do all such other things as are necessary for winding up the affairs of the company and distributing its assets. 13. (b) in any other manner as specified in the constitution. Who shall ordinarily reside in Malaysia by having principal place of residence in Malaysia. (1) The Board shall appoint a secretary and determine the terms and conditions of such appointment. 572. (v) the name of the person entitled to the charge. to be exercised or performed by the liquidator as an officer of the Court and subject to the control of the Court, but the liquidator shall not, without the special leave of the Court, rectify the register of members and shall not make any call without either the special leave of the Court or the sanction of the committee of inspection. and the company has failed to pay, secure or compound for the debt or demand or to procure the action or proceeding to be stayed or to indemnify the defendant to his satisfaction against the action or proceeding and against all costs, damages and expenses to be incurred by him within ten days after the service of the notice; (c) the execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the company, any member or any person authorized to be sued as nominal defendant on behalf of the company is returned unsatisfied; or. Provisions indemnifying directors or officers. (f) all other forms of its business correspondence and documentation. 6. Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. (2) Unless otherwise provided in this Act, a company shall not give financial assistance directly or indirectly for the purpose of reducing or discharging the liability, if--, (a) a person has acquired shares in the company or its holding company; and. 452. (2) An arrangement or transaction which is carried into effect in contravention of subsection (1) shall be void unless there is prior approval of the arrangement or transaction--. Decided on : Dec-01-2016 ... the reliance made by the petitioner under section 430 of the companies act, 2013 has been pre-empted by the respondent/plaintiff by ..... the filing of the suit. For the purposes of sections 533 and 534--. (a) shall be an exact copy of the company's common seal, with the addition on its face of the word "Securities"; and. (b) any other person to be the liquidator. (4) The Minister charged with the responsibility for finance may transfer any shares received to the owner of the shares if there are claims to the shares held by the Minister, which has yet to be sold or disposed of. 422. A meeting of members may be convened by--. (1) The Court may, on the application of the judicial manager, summon to appear before it--. The first date in the timeline will usually be the earliest date when the provision came into force. (2) The petitioner shall within seven days from receiving the copy of the winding up order-. 127. A prospectus shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus. Powers of Court on hearing petition for winding up, 469. Power of Court in relation to certain irredeemable debentures. (4) For the purposes of this section, a register shall be deemed to be duly closed during the periods not exceeding in the aggregate thirty days in any calendar year if it is closed in accordance with the provisions and period specified in the constitution or in the debentures or debenture stock certificates, or in the trust deed or other document relating to or securing the debentures. (b) a wholly-owned subsidiary of that other corporation or its nominee. (8) On the lodgement of an office copy of the vesting order with the Registrar and with the Official Receiver and if the order relates to land, with the appropriate authority concerned with the recording or registration of dealings in that land, as the case requires, the property comprised in the order shall vest accordingly in the person named in the order in that behalf without any further conveyance, transfer or assignment. No association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any business for profit, unless it is incorporated as a company under this Act, or is formed under any other written laws. (a) apply its profits or other income in achieving or promoting its objects; (b) prohibit the payment of any dividend to its members; and, (c) require all the assets that would otherwise be available to its members generally be transferred on its winding up either--, (i) to another body with objects similar to its own; or. (9) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both. The Board may fix, determine and vary the powers, duties and remuneration of any person so appointed, but a person so appointed shall not have any right to attend or vote at any meeting of the Board except by the invitation and with the consent of the Board. The Board may entrust to and confer upon a managing director any of the powers exercisable by the Board upon such terms and conditions and with such restrictions as the Board may think fit, and either collaterally with or to the exclusion of the Board's own powers, and may from time to time revoke, withdraw, alter or vary all or any of those powers. (1) A resolution shall be proposed as a written resolution by the Board or any member of a private company. (1) The liquidator may, if satisfied that the nature of the estate or business of the company, or the interests of the creditors or contributories generally, require the appointment of a special manager of the estate or business of the company other than himself, apply to the Court for an appointment of a special manager of the estate or business to act during such time as the Court directs with such powers including any of the powers of a receiver or receiver and manager as are entrusted to the liquidator by the Court. (i) the company may give the assistance; (ii) the giving of the assistance is in the best interest of the company; and. (2) The company shall not remove, demote, discriminate against, or interfere with the lawful employment or livelihood of such officer of the company by reason of the report submitted under subsection (1). (1) Where the Board proposes a written resolution, the company shall circulate copies of the written resolution to every eligible member at the same time, so far as practicable in the manner specified under section 300. (8) The foreign company, every officer and agent who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction. (8) A company, officer or promoter of that company or a proposed company shall not authorize or permit an allotment of--, (a) any shares or debentures to the public on the basis of a prospectus after the expiration of six months or such longer period as the Registrar may allow from the date of issue of the prospectus; or. 455. 283. (2) A company is limited by shares if the liability of its members is limited to the amount, if any, unpaid on shares held by the members. Geographical Extent: (5) Any person who contravenes this section commits an offence and shall on conviction, be liable to imprisonment not exceeding five years or to a fine not exceeding one million ringgit or to both. (1) Before the name of a company can be struck off from the register under section 549, the Registrar may serve on the company or the liquidator, a notice, stating that if an answer showing cause to the contrary is not received within thirty days from the date of the notice, a notification to the public will be published in the manner determined by the Registrar, with a view to striking the name of the company off the register. (c) it is necessary to appoint a receiver or receiver and manager to ensure the preservation of the secured property for the benefit of the debenture holder. (8) Where any unclaimed moneys paid to any claimant are afterwards claimed by any other person, that other person shall not be entitled to any payment out of the Consolidated Fund under subsection (6), but may have recourse against the claimant to whom the unclaimed moneys have been paid. (1) Any arrangement entered into between a company about to be or in the course of being wound up and its creditors shall, subject to the right of appeal under this section, be binding on--, (a) the company if sanctioned by a special resolution; and. Furnishing of information and particulars of shareholding. 420. (4) The Court or committee of inspection before or on granting leave to disclaim may require such notices to be given to persons interested, and impose such terms as a condition of granting leave, and make such other order on the matter as the Court or committee of inspection thinks just. (2) For the purposes of this section, it shall be a defence for a person if he proves that--, (a) the statement or omission is immaterial; or. Except as provided in this Schedule, the Board may regulate its own proceedings. (1) Upon the making of a judicial management order--, (a) any receiver or receiver and manager shall vacate office; and. (4) A deed or other document executed by the person referred to in subsection (3) shall have effect as if the deed or document is executed by the company. (2) On the application of a creditor or a contributory, the Court may direct a liquidator to incur a particular expense on the condition that the creditor or contributory indemnifies the liquidator in respect of the recovery of the amount expended and if the Court so directs, gives such security to secure the amount of the indemnity as the Court thinks reasonable. (b) a company of which, at the time of the sale, a person was a director who was also a director of the first-mentioned company or a person connected with a director. Act (2) Any act made, executed, issued or passed under the corresponding previous written law and in force and operative at the commencement of this Act, shall so far as it could have been made, executed, issued or passed, under this Act have effect as if made, executed, issued or passed under this Act. (4) A director who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or to both. (i) in the case of a member institution under the Malaysia Deposit Insurance Corporation Act 2011, the Malaysia Deposit Insurance Corporation mentioned in section 99 of that Act. 1. Outstanding assets of dissolved or struck off company to vest in Registrar, 557. Release of liquidators and dissolution of company, 490. (a) any director, manager, secretary or employee of the corporation; (c) a receiver or receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and. (ii) validate any act, matter or thing rendered or alleged to have been rendered invalid by or as a result of any such omission, defect, error or irregularity; (b) shall, before making any such order, satisfy itself that such an order would not do injustice to the company or to any member or creditor; (c) where any such order is made, may give such ancillary or consequential directions as the Court thinks fit; and. (3) Upon the issuance of the notice of conversion, the Registrar may notify the company in writing that it is being dispensed from lodging any document that had been lodged at the time of its incorporation as an unlimited company or subsequent to it. Limitation on right to wind up voluntarily. (4) A liquidator of a foreign company appointed for Malaysia by the Court or a person exercising the powers and functions of a liquidator--. (3) The company shall convene the meeting at a time and place convenient to the majority in value of the creditors and shall --, (a) give notice by post of the meeting to the creditors at least seven clear days; and. (6) Nothing in this section shall be taken as authorizing the judicial manager of a company to make any payment towards discharging any debt to which the company was subject on the making of the judicial management order unless --, (a) the making of the payment is sanctioned by the Court or the payment is made under a compromise or arrangement so sanctioned; or. (5) Shares that are purchased by a company under this section, unless held in treasury, shall be deemed to be cancelled immediately on purchase. (4) An interim stop order under subsection (3) shall, unless sooner revoked, have effect until the end of twenty-one days from the day on which the interim stop order is made or the conclusion of the hearing in subsection (2), whichever date is the later. (1) Where a company has been dissolved, the Court may, at any time within two years after the date of dissolution, on an application of the liquidator of the company or of any other person who appears to the Court to be interested, make an order upon such terms as the Court thinks fit declaring the dissolution to have been void, and such proceedings may be taken as might have been taken if the company had not been dissolved. (b) a body corporate, whether incorporated or carrying on business in Malaysia or otherwise. (b) any remuneration and expenses properly incurred by him. (c) to do any act which it may do or to enter into transactions. 32. 8. (c) the objection is frivolous and vexatious.

Grey Granite Colors, Child Arrangement Order, Panasonic Hc-x1500 For Sale, Plantera Bulb Won T Spawn, Nsw Nurses Award Private Sector, Bgm Clear Stamp - Schedule, Cost Of Living In Munich, Germany For A Family, Apartments In Hayden Idaho, ,Sitemap

Leave a Reply

Your email address will not be published. Required fields are marked *