Interpretation

Definition of subsidiary and holding company
(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if –

1. that other corporation -
   1. controls the composition of the board of directors of the first mentioned corporation:
   2. controls more than half of the issued share capital of the first-mentioned corporation; or
   3. holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which consists of preference shares); or
2. the first-mentioned corporation is a subsidiary of any corporation which is that other corporation subsidiary.

(2) For the purposes of subsection (1), the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of the some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if –

1. a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or
2. a person’s appointment as a director follows necessarily from his being a director or other officer of that other corporation.

(3) in determining whether one corporation is a subsidiary of another corporation-

1. any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it;
2. subject to paragraphs (c) and (d), any shares held or power exercisable
   1. by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity;) or
   2. by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity, shall be treated as held or exercisable by that other corporation;
3. any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and
4. any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation.

accounting records
in relation to a corporation, includes invoices, receipts, orders for payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up;

accounts
means profit and loss accounts and balance-sheets and includes notes or statements required by this Act (other than auditor’s reports or directors’ reports) and attached or intended to be read with profit and loss accounts or balance-sheets;

annual general meeting
in relation to a company, means a meeting of the company required to be held by section 143;

annual return

(a)	in relation to a company having a share capital, the return required to be made by section 165 (1); and
(b)	in relation to a company not having a share capital, the return required to be made by section 165 (5), and includes any document accompanying the return.

approved company auditor
means a person approved as such by the Minister under section 8 whose approval has not been revoked;

articles
means articles of association;

banking corporation
means a licensed bank, a licensed merchant bank and Islamic bank;

borrowing corporation
means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation;

certified
in relation to a copy of a documents, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the national language or into the English language, as the case requires;

company
means a company incorporated pursuant to this Act or pursuant to corresponding previous enactment;

company having a share capital
includes an unlimited company with a share capital;

company limited by guarantee
means a company formed on the principle of having the liability of its members limited by the memorandum to such amount as the members may respectively under take to contribute to the assets of the company in the event of its being wound up;

company limited by shares
means a company formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them;

contributory
in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory;

corporation
means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia and includes any foreign company but does not include;

(a)	any body corporate that is incorporated within Malaysia and is buy notice of the Minister published in the Gazette declared to be a public authority or an instrumentality or agency of the Government of Malaysia or of any State or to be a body corporate which is not incorporated for commercial purposes;
(b)	any corporation sole;
(c)	any society registered under any written law relating to co-operative societies; or
(d)	any trade union registered under any written law as a trade union;

corresponding previous written law
means any written law relating to companies which has been at any part of Malaysia and which corresponds with any provision of this Act;

Court
means the High Court or a judge thereof;

creditors voluntary winding up
means a winding up under Division 3 of Part X, other than a members’ voluntary wending up;

debenture
includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not;

default penalty
means a default penalty within the meaning of section 370;

director
includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director

Division
means a Division of this Act and a reference to a specified Division is a reference to that Division of the Part in which the reference occurs;

document
includes summons, order and other legal process, and notice and register;

emoluments
in relation to a director or auditor of a company includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of that company, whether made or given to him in his capacity as a director or auditor or otherwise in connection with the affairs of that company or of the holding company or the subsidiary;

exempt private company
means a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than twenty members none of whom is a corporation;

expert
includes engineer, valuer, accountant and other person whose profession or reputation gives authority to a statement made by him;

filed
means filed under this Act or any corresponding previous written law;

financial year
in elation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not;

foreign company

(a)	a company, corporation, society, association, or other body incorporated outside MALAYSIA; or
(b)	an unincorporated society, association, or other body which under the law of its place of origin may sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in MALAYSIA.

limited company
means a company limited by shares or by guarantee or both by shares and guarantee;

lodged
means lodged under this Act or any corresponding previous written law;

memorandum
means memorandum of association;

manager
in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director;

officer
in relation to a corporation includes:-

(a)	any director, secretary or employee of the corporation;
(b)	a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and
(c)	any liquidator of a company appointed in a voluntary winding up but does not include
(d)	any receiver who is not also a manager;
(e)	any receiver and manager appointed by the Court; or
(f)	any liquidator appointed by the Court or by the creditors;

official receiver
means the Official Assignee, Deputy Official Assignee, Senior Assistant Official Assignee, Assistant Official Assignee, Bankruptcy Officer and any other officer appointed under the Bankruptcy Act 1957;

profit and loss account
includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;

promoter
In relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof; but does not include any person by reason only acting in a professional capacity;

registered
means registered under this Act or any corresponding previous written law;

regulations
means regulation under this Act;

rules
means rules of court;

statutory meeting
means the meeting referred to in section 142;

statutory report
means the report referred to in section 142;

Table A
means Table A in the fourth Schedule;

unlimited company
means a company formed on the principal of having no limit placed on the liability of its members.

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