Section 59 of Malaysian Companies Act, 1965

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Section 59 of Malaysian Companies Act, 1965 (Akta Syarikat 1965) deals with Power to issue shares at a discount.

Contents

From the Act

(1) Subject to this section a company may issue shares at a discount of a class already issued if—

(a) the issue of the shares at a discount is authorized by resolution passed in general meeting of the company, and is confirmed by order of the Court;

(b) the resolution specifies the maximum rate of discount at which the shares are to be issued;

(c) at the date of the issue not less than one year has elapsed since the date on which the company was entitled to commence business; and

(d) the shares are issued within one month after the date on which the issue is confirmed by order of the Court or within such extended time as the Court allows.

(2) The Court, if having regard to all the circumstances of the case it thinks proper to do so, may make an order confirming the issue on such terms and conditions as it thinks fit.

(3) Every prospectus relating to the issue of the shares shall contain particulars of the discount allowed or of so much of that discount as has not been written off at the date of the issue of the prospectus.

(4) Notwithstanding any provision of its articles, a company shall not issue at a discount shares of any class unless it first offers the shares to every holder of shares of that class in the company proportionately to the number of those shares held by him.

(5) Every such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting a time not being less than twenty-one days within which the offer may be accepted.

(6) If any such offer is not accepted within the time limited by the notice the shares may be issued on terms not more favourable than those offered to the shareholders.

(7) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence against this Act.

Penalty: *One thousand ringgit. Default penalty.

Other Sections from the Act

  • Section 57: Share warrants
  • Section 58: Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
  • Section 60: Issue of shares at a premium
  • Section 61: Redeemable preference shares
  • Section 62: Power of company to alter its share capital
  • Section 63: Validation of shares improperly issued
  • Section 64: Special resolution for reduction of share capital
  • Section 65: Rights of holders of classes of shares
  • Section 66: Rights of holders of preference shares to be set out in memorandum or articles

Related Topics

Parts of the Malaysian Companies Act

Related Acts

  • Contracts Act, 1950 (Revised 1974) Akta Kontrak 1950
  • Malaysian Companies Commission of Malaysia Act 2001 (Act 614)
  • Malaysian Registration of Businesses Act 1956 (Act 197)
  • Malaysian Trust Companies Act 1949 (Act 100)
  • Malaysian Kootu Funds (Prohibition) Act 1971 (Act 28)
  • Malaysian Act A1299 Companies (Amendment) Act 2007
  • Malaysian Limited Liability Partnerships Act 2012

Related Regulations

  • Malaysian Companies Regulations 1966
  • Malaysian Registration of Businesses Rules 1957
  • Malaysian Limited Liability Partnership Regulations 2012

Related Topics


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