MALAYSIA Long Title and Preamble Section

1 1 MALAYSIA LABUAN COMPANIES ACT 1990 (Incorporating latest amendment - Act A1367 of the year 2010) Arrangement Of Sections long Title and Preamble Part I Preliminary Section 1. Short Title and commencement. 2. Interpretation. 3. Definition of subsidiary and holding company. 4. Related companies. 5. <Deleted.> 6. <Deleted.> 7. Permitted purpose for incorporation. Part II Administration Of Act 8. Administration of Labuan Companies 9. Lodging of documents. 9A. Electronic lodgement or filing of documents. 9B. Evidentiary value of electronically lodged or filed documents.

2 9C. Original copies to be kept at office of Labuan Labuan trust company. 9D. Issuing of document electronically. 10. Approved auditors. 11. Company auditors. 12. Approved liquidator. 13. Registers. 2 Part III Constitution Of Companies Division 1 Incorporation 14. Formation of companies. 15. Registration and incorporation. 16. Application for registration of foreign company as being continued in Labuan. 17. Prior approval in principle. 18. Requirement as to memorandum. Division 2 Status And Name 19. Powers of companies. 20. Ultra vires transactions.

3 21. Names of Labuan companies. 22. Change of name. 23. Articles of association. 24. Alteration of memorandum or articles. 25. Copies of memorandum and articles. 26. Transactions and establishment of a branch. 27. Prohibition against carrying on business when Labuan company has no members. Part IV Shares, Debentures And Charges Division 1 <Deleted.> 28. <Deleted.> 29. <Deleted.> 30. <Deleted.> 31. <Deleted.> 32. <Deleted.> 33. <Deleted.> 34. <Deleted.> 35. <Deleted.> 3 36. <Deleted.> 37. <Deleted.> 38. <Deleted.> 39. <Deleted.> Division 2 <Deleted.

4 > 40. <Deleted.> 41. <Deleted.> 42. <Deleted.> Division 3 Shares 43. Return of allotment. 44. Calls. 45. Reserve liability. 46. No par or nominal value shares. 47. Power to issue shares and voting rights. 47A. Treasury shares. 48. Dealing by a Labuan company in its own shares, etc. 48A. Purchase by a Labuan company of its own shares, etc. 49. <Deleted.> 50. <Deleted.> 51. Alteration of share capital. 52. Validation of shares improperly issued. 53. Special resolution for reduction of share capital. 54. Rights of holders of preference shares to be set out in articles.

5 55. Redeemable preference shares. Division 4 Debentures 56. <Deleted.> 57. <Deleted.> 58. Labuan company to maintain register of debentures holders. 59. Perpetual debentures. 60. Reissue of redeemed debentures. 4 61. <Deleted.> 62. <Deleted.> 63. <Deleted.> 64. <Deleted.> 65. <Deleted.> Division 5 Interests Other Than Shares, Debentures, Etc. 66. Interpretation. 67. Approved deeds. 68. Approval of deeds. 69. Interests to be issued by a Labuan company or a foreign Labuan company only. 70. Statement to be issued. 71. No issue without approved deed.

6 72. Register of interest holders. 73. Penalty for contravention of Division, etc. 74. Winding up of schemes, etc. 75. Liability of trustees. Division 6 Title And Transfers 76. Nature of shares. 77. Numbering of shares. 78. Certificate to be evidence of Title . 79. A Labuan company may have share seal. 80. Instruments of transfer, and transfer by personal representative. 81. Duties of Labuan company with respect to issue of certificate. Division 7 Register Of Charges 82. Non application of Division. 83. Register of charges. 84. Notice of creation and satisfaction of charge.

7 5 Part V Management And Administration Division 1 Office And Name 85. Registered office of a Labuan company. 86. Name to be displayed at all offices and to appear on seals, letters, etc. Division 2 Directors And Officers 87. Directors. 88. Consent to act as director. 89. Validity of acts of directors. 90. Authority's power to restrain persons from managing Labuan companies. 91. Disclosure of interest in contracts, property, offices, etc. 92. Duty and liability of officers. 93. Secretary. 94. Register of directors and secretaries.

8 94A. Offence against any provision of this Act committed by directors and secretaries 94B. Removal of director. Division 3 Meetings And Proceedings 95. Meetings of members. 96. Notice of meetings of members. 97. Quorum, chairman, voting, etc., at meetings. 98. Voting by members. 99. Action by consent of members in writing. 100. Power of Court to direct meetings to be called. 101. Special resolution. 101A. Resolutions signed by all members deemed to be duly passed at meeting. 102. Resolution requiring special notice.

9 103. <Deleted.> 104. Minutes of proceedings. 6 Division 4 Register Of Members 105. Register of members. 106. Where register to be kept. 107. Consequences of default by agent. 108. Power of Court to rectify register. Division 5 Annual Return 109. Annual return Part VI Accounts And Audit Division 1 Accounts 110. Accounts to be kept. 111. Audited accounts to be laid before meeting. 112. Audited accounts to be sent to members. Division 2 Audit 113. Auditor to be appointed. 113A. <Deleted.

10 > 114. Removal and resignation of auditors. 115. Remuneration of auditor. 116. Auditor may attend meetings. 117. Rights and duties of auditors. Part VII Arrangements And Reconstructions 118. Arrangements. 118A. Amalgations. 7 118B. Amalgamation of a Labuan company, a foreign Labuan company or a corporation and continuation as a Labuan company. 118C. Short from amalgamation. 118D. Effect of amalgamation. 119. Regulations in respect of takeovers and mergers. Part VIII Foreign Labuan Companies 120. Application and interpretation.