Companies 1

LAWS OF MALAYSIA
Act 777

COMPANIES ACT 2016

 Companies 325

(4) If an order under this section makes any alteration in or

addition to any constitution, then, notwithstanding anything in any
other provision of this Act, but subject to the order, the company
concerned shall not have power without the leave of the Court
to make any further alteration in or addition to the constitution
inconsistent with the order, but subject to the foregoing provisions
of this subsection, the alterations or additions made by the order
shall be of the same effect as if duly made by resolution of the
company.

(5) An office copy of any order made under this section shall
be lodged by the applicant with the Registrar within fourteen
days from the making of the order.

(6) The applicant who contravenes subsection (5) commits an

offence and shall, on conviction, be liable to a fine not exceeding
ten thousand ringgit and, in the case of a continuing offence, to
a further fine of five hundred ringgit for each day during which
the offence continues after conviction.

Derivative proceedings

347. (1) A complainant may, with the leave of the Court initiate,
intervene in or defend a proceeding on behalf of the company.

(2) Proceedings brought under this section shall be brought in

the company’s name.

(3) The right of any person to bring, intervene in, defend or

discontinue any proceedings on behalf of a company at common
law is abrogated.

Leave of Court

348. (1) An application for leave of the Court under section 347
shall be made to the Court without the need for an appearance
to be entered.

(2) The complainant shall give thirty days’ notice in writing

to the directors of his intention to apply for the leave of Court
under section 347.
326 Laws of Malaysia Act 777

(3) Where leave has been granted for an application under

section 347, the complainant shall initiate proceedings in Court
within thirty days from the grant of leave.

(4) In deciding whether or not the leave shall be granted, the

Court shall take into account whether—

the complainant is acting in good faith; and

(a)

it appears prima facie to be in the best interest of the

(b)
company that the application for leave be granted.

(5) Any proceedings brought, intervened in or defended under

this section shall not be discontinued, compromised or settled
except with the leave of the Court.

Effect of ratification

349. If members of a company, ratify or approve the conduct of

the subject matter of the action—

the ratification or approval does not prevent any person

(a)
from bringing, intervening in or defending proceedings
with the leave of the Court;

the application for leave or action brought or intervened

(b)
in shall not be stayed or dismissed by reason only of
the ratification or approval; and

the Court may take into account the ratification or approval

(c)
in determining what order to make.

Powers of the Court

350. In granting leave under this section and sections 347 and
348, the Court may make such other orders as the Court thinks
appropriate including an order—

(a) authorizing the complainant or any other person to control

the conduct of the proceedings;