Comparison View

Formal Consolidation |  2006 RevEd
Omission of “Limited” or “Berhad” in name of charitable and other companies
29.—(1)  Where it is proved to the satisfaction of the Minister that a proposed limited company is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, pension or superannuation schemes or any other object useful to the community, that it has some basis of national or general public interest and that it is in a financial position to carry out the objects for which it is to be formed and will apply its profits (if any) or other income in promoting its objects and will prohibit the payment of any dividend to its members, the Minister may (after requiring, if he thinks fit, the proposal to be advertised in such manner as he directs either generally or in a particular case) approve that it be registered as a company with limited liability without the addition of the word “Limited” or “Berhad” to its name, and the company may be registered accordingly.
[12/2002]
(2)  Where it is proved to the satisfaction of the Minister —
(a)that the objects of a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto;
(b)that the company has some basis of national or general public interest;
(c)that the company is in a financial position to carry out the objects for which it was formed; and
(d)that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members,
the Minister may grant his approval to the company to change its name to a name which does not contain the word “Limited” or “Berhad”, being a name approved by the Registrar.
[12/2002]
(3)  The Minister may grant his approval on such conditions as the Minister thinks fit, and those conditions shall be binding on the company and shall, if the Minister so directs, be inserted in the memorandum or articles of the company and the memorandum or articles may by special resolution be altered to give effect to any such direction.
[12/2002]
(4)  Where the memorandum or articles of a company include, as a result of a direction of the Minister given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the memorandum or articles shall not be altered except with the consent of the Minister, the company may, with the consent of the Minister, by special resolution alter any provision of the memorandum or articles.
(5)  A company shall, while an approval granted under this section to it is in force, be exempted from complying with the provisions of this Act relating to the use of the word “Limited” or “Berhad” as any part of its name.
[12/2002]
(6)  Any approval granted under this section may at any time be revoked by the Minister and, upon revocation, the Registrar shall enter the word “Limited” or “Berhad” at the end of the name of the company in the register, and the company shall thereupon cease to enjoy the exemption granted by reason of the approval under this section but before the approval is so revoked the Minister shall give to the company notice in writing of his intention and shall afford it an opportunity to be heard.
[12/2002]
(7)  Where the approval of the Minister under this section is revoked, the memorandum or articles of the company may be altered by special resolution so as to remove any provision in or to the effect that the memorandum or articles may be altered only with the consent of the Minister.
[12/2002; 5/2004]
(8)  Notice of any approval under this section shall be given by the Registrar on behalf of the Minister to the company or proposed limited company.
[12/2002]
(9)  Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar shall issue to the company or proposed limited company a certificate confirming the approval under this section.
[12/2002]
[UK, 1948, s. 19; Aust., 1961, s. 24]
Informal Consolidation | Amended Act 36 of 2014
Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act
29.—(1)  Where it is proved to the satisfaction of the Registrar that a proposed limited company is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, pension or superannuation schemes or any other object useful to the community, that it has some basis of national or general public interest and that it is in a financial position to carry out the objects for which it is to be formed and will apply its profits (if any) or other income in promoting its objects and will prohibit the payment of any dividend to its members, the Registrar may (after requiring, if he thinks fit, the proposal to be advertised in such manner as he directs either generally or in a particular case) approve that it be registered as a company with limited liability without the addition of the word “Limited” or “Berhad” to its name, and the company may be registered accordingly.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(2)  Where it is proved to the satisfaction of the Registrar —
(a)that the objects of a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto;
(b)that the company has some basis of national or general public interest;
(c)that the company is in a financial position to carry out the objects for which it was formed; and
(d)that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members,
the Registrar may grant his approval to the company to change its name to a name which does not contain the word “Limited” or “Berhad”, being a name approved by the Registrar.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(3)  The Registrar may grant his approval on such conditions as the Registrar thinks fit, and those conditions shall be binding on the company and shall, if the Registrar so directs, be inserted in the constitution of the company and the constitution may by special resolution be altered to give effect to any such direction.
[Act 36 of 2014 wef 03/01/2016]
(4)  Where the constitution of a company includes, as a result of a direction of the Registrar given pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the constitution shall not be altered except with the consent of the Minister, the company may, with the consent of the Minister, by special resolution alter any provision of the constitution.
[Act 36 of 2014 wef 03/01/2016]
(5)  A company shall, while an approval granted under this section to it is in force, be exempted from complying with the provisions of this Act relating to the use of the word “Limited” or “Berhad” as any part of its name.
[12/2002]
(6)  Any approval granted under this section may at any time be revoked by the Registrar and, upon revocation, the Registrar shall enter the word “Limited” or “Berhad” at the end of the name of the company in the register, and the company shall thereupon cease to enjoy the exemption granted by reason of the approval under this section but before the approval is so revoked the Registrar shall give to the company notice in writing of his intention and shall afford it an opportunity to be heard.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(6A)  If the Registrar is of the opinion that a company has ceased to satisfy the conditions of approval granted under subsection (1) or (2), the Registrar may revoke the approval.
[Act 36 of 2014 wef 03/01/2016]
(7)  Where the approval of the Registrar under this section is revoked, the constitution of the company may be altered by special resolution so as to remove any provision in or to the effect that the constitution may be altered only with the consent of the Minister.
[Act 36 of 2014 wef 03/01/2016]
(8)  Notice of any approval under this section shall be given by the Registrar to the company or, in the case of a proposed limited company, to the applicant for the approval.
[Act 36 of 2014 wef 03/01/2016]
(8A)  An appeal to the Minister against a decision of the Registrar under subsection (1) or (2) may be made by the following persons within the following times:
(a)in the case of a decision made by the Registrar under subsection (1), by the promoter of the proposed limited company within 30 days after the notice is given by the Registrar under subsection (8); or
(b)in the case of a decision made by the Registrar under subsection (2), by the company within 30 days after the notice is given by the Registrar under subsection (8).
[Act 36 of 2014 wef 03/01/2016]
(9)  Upon the application of the company or proposed limited company and payment of the prescribed fee, the Registrar shall issue to the company or proposed limited company a certificate confirming the approval under this section.
[12/2002]
[UK, 1948, s. 19; Aust., 1961, s. 24]
(10)  This section shall not apply to a limited company that is registered as a charity under the Charities Act (Cap. 37).
[Act 36 of 2014 wef 03/01/2016]
(11)  Any approval of the Minister and any condition of the Minister’s approval that was in force immediately before the appointed day for a company —
(a)to be registered without the word “Limited” or “Berhad” to its name; or
(b)to change its name to one which does not contain the word “Limited” or “Berhad”,
shall on or after the appointed day be treated as the approval of the Registrar and condition of the Registrar’s approval.
[Act 36 of 2014 wef 03/01/2016]
(12)  Any reference to the Minister’s approval in any condition of approval that was in force immediately before the appointed day that was inserted in the constitution of a company pursuant to a direction of the Minister under section 29(3) in force immediately before the appointed day shall, on or after the appointed day, be read as a reference to the Registrar.
[Act 36 of 2014 wef 03/01/2016]
(13)  A reference to a direction of the Minister in subsections (3) and (4) in force immediately before the appointed day shall, on or after the appointed day, be read as a direction of the Registrar.
[Act 36 of 2014 wef 03/01/2016]
(14)  In this section, “appointed day” means the date of commencement of section 24 of the Companies (Amendment) Act 2014.
[Act 36 of 2014 wef 03/01/2016]
[Act 36 of 2014 wef 03/01/2016]