Derivative or representative actions
216A.—(1)  In this section and section 216B, “complainant” means —
(a)any member of a company;
(b)the Minister, in the case of a declared company under Part 9; or
(c)any other person who, in the discretion of the Court, is a proper person to make an application under this section.
[36/2014]
(2)  Subject to subsection (3), a complainant may apply to the Court for permission to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of the company.
[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(3)  No action or arbitration may be brought and no intervention in an action or arbitration may be made under subsection (2) unless the Court is satisfied that —
(a)the complainant has given 14 days’ notice to the directors of the company of the complainant’s intention to apply to the Court under subsection (2) if the directors of the company do not bring, diligently prosecute or defend or discontinue the action or arbitration;
(b)the complainant is acting in good faith; and
(c)it appears to be prima facie in the interests of the company that the action or arbitration be brought, prosecuted, defended or discontinued.
[36/2014]
(4)  Where a complainant on an application can establish to the satisfaction of the Court that it is not expedient to give notice as required in subsection (3)(a), the Court may make such interim order as it thinks fit pending the complainant giving notice as required.
(5)  In granting permission under this section, the Court may make such orders or interim orders as it thinks fit in the interests of justice, including (but not limited to) the following:
(a)an order authorising the complainant or any other person to control the conduct of the action or arbitration;
(b)an order giving directions for the conduct of the action or arbitration by the person so authorised;
(c)an order requiring the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action or arbitration.
[36/2014]
[Act 25 of 2021 wef 01/04/2022]
(6)  Where the action has been commenced or is to be brought in the State Courts, an application for permission under subsection (2) must be made in a District Court.
[5/2014]
[Act 25 of 2021 wef 01/04/2022]