TRUST COMPANIES ACT 1949

the High Court or any Judge thereof in all cases where proceedings are taken in the High Courts; and

a Sessions Court in all cases where proceedings are taken in such a Court;

“Registrar” has the meaning assigned thereto in the Companies

Act 1965 [Act 125];

“trust company” means a company registered as a trust company under this Act.

REGISTRATION OF TRUST COMPANIES

Application by company to be registered as a trust company

the objects of the company are restricted to some or all of the objects set out in section 8;

the authorized capital of the company is not less than five hundred thousand ringgit divided into shares of not less than ten ringgit each;

at least one-half of the amount of every share issued by the company remains unpaid and is not liable to be called up, except in the event and for the purpose of the winding up or dissolution of the company;

the board of directors has been duly appointed in accordance with the articles of association of the company;

at least one hundred and fifty thousand ringgit of the authorized capital has been bona fide paid up;

the company has deposited with the Accountant General securities to be approved by the Minister of Finance to the value of one hundred thousand ringgit; and

the company is able to meet its obligations, apart from its liability to its shareholders, without taking into account the securities so deposited with the Accountant

General.

Issue of certificate

Notice of the issue of certificate shall be published by the

Registrar in the Gazette for four consecutive weeks next following the issue.

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If the Registrar is not satisfied that all the requirements of section 3 have been complied with he shall refuse to register the company as a trust company:

Provided that the company may appeal from the refusal to the

Minister whose decision shall be final.

Registration of company incorporated in Singapore as a trust company

that it is registered as a trust company in Singapore under any law for the time being in force in Singapore relating to the registration of trust companies; and

that, in accordance with that law, it has deposited with the Accountant General, Singapore, securities to the value of at least one hundred thousand ringgit, shall be entitled to apply to the Registrar for and obtain registration as a trust company in Malaysia in accordance with section 4 and may thereupon carry on the business of a trust company in Malaysia in accordance with this Act so long as it remains registered as a trust company in Singapore and maintains a deposit as aforesaid:

Provided that where the Registrar is of opinion that, by reason of the amount of the gross liabilities of any such company in

Malaysia, additional security ought to be furnished by that company, he may order the company to make a deposit with the Accountant

General in the manner and subject to the appeal provided by subsection 7(2) and, upon such deposit being made, the same shall be subject to all the provisions of this Act relating to deposits.

This section shall have effect only if and so long as reciprocal provisions are contained in the law of Singapore relating to trust companies.

Register of trust companies to be kept

If at any time, by reason of the decline in value of any securities so held by the Accountant General or of the increase of the gross liabilities of any trust company, the Registrar is of the opinion that additional security ought to be furnished by a trust company, he may order the company to make, within a period to be stated in the order, a further deposit of a specified value with the Accountant General:

Provided that the company may appeal from the order to the

Minister, whose decision shall be final.

Any trust company may, from time to time, with the approval of the Minister of Finance, substitute other securities for all or any of the securities deposited by it with the Accountant General.

The interest accruing due on the securities deposited shall be paid to the company.

OBJECTS OF TRUST COMPANIES

Objects

to accept and execute the offices of executor, administrator, trustee, receiver, receiver and manager, assignee, liquidator, guardian of the property of an infant, committee of the estate of a mentally disordered person or other like office of a fiduciary nature;

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to act as attorney or agent for the collection, receipt and payment of money, and for winding up estates, and for the sale or purchase of any movable or immovable property;

to act as agent for the management and control of movable and immovable property for and on behalf of the owners, or for or on behalf of executors, administrators or trustees;

to act as investing and financial agent for and on behalf of executors, administrators and trustees or any other persons whatsoever, and to receive money in trust for investment and to allow interest thereon until invested;

and to undertake for and on behalf of executors, administrators and trustees or any other persons whatsoever the negotiation of loans of all descriptions and the procuring and lending of money on the security of any description of property, immovable or movable, or without taking any security on such terms as may be arranged, and to advance and lend moneys to protect any estate, trust or property entrusted to the company as aforesaid and to charge interest upon any such advances:

Provided that nothing herein contained shall be held either to restrict or extend the powers of the company as trustee or agent under the terms of any trust or agency that may be conferred upon it;

to take securities of such nature as are deemed expedient for any moneys owing to the company;

to be the custodian on such terms as are agreed upon of any moneys, securities, jewellery, plate or other valuable property and of papers, documents, deeds, wills, debentures and other evidence of title or indebtedness;

to receive and manage any sinking, redemption, guarantee or any other special fund or deposit and to act as agent for countersigning, registering or otherwise ascertaining and certifying the genuineness of any issue of shares, stocks, bonds, debentures or other securities for money of any government, municipal or other corporate body or of any association, whether incorporated or not, duly authorized to issue and make such issue and to hold any

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such securities as agent or trustee, and to act generally as agent for any such government, municipal or corporate body or association;

to acquire and hold immovable property for the actual use and occupation of the company or of any of its officers and servants; and to erect, construct, enlarge, alter and maintain any buildings necessary or convenient for the said purpose; and to sell or otherwise dispose of any such immovable property if not required for the said purposes;

to hold land which, having been mortgaged or charged to the company, is acquired by it for the protection of its investments; and, from time to time, sell, mortgage, charge, lease or otherwise dispose thereof;

to deposit the moneys of the company not immediately required with any bank at interest until the moneys can be more permanently invested, and to invest the moneys of the company in accordance with section 18;

to borrow moneys, and secure the repayment thereof with interest, in accordance with section 20;

to receive and collect such remuneration for its services as is agreed upon or as fixed or allowed from time to time by law, and all usual and customary charges, costs and expenses;

to support and subscribe to any charitable or public object and to any institution, society or club which may be for the benefit of the company or its employees or may be connected with any town or place where the company carries on business; to give pensions, gratuities or charitable aid to any person who may serve or have served the company or to the wives, children or other relatives of those persons; to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any person employed by the company:

Provided that no such subscription, gift, payment or contribution shall be given or made, except out of profits of the company available for distribution as dividend;

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to carry on in Singapore and Brunei or in either of them, but not elsewhere except so far as may be incidental to and necessary for the proper performance of the duties of any office held by the company in Malaysia, Singapore, or Brunei, any business or to hold any office which a trust company is by this Act authorized to carry on or to hold in Malaysia;

to acquire and undertake the whole or any part of the business of any person or company of a like nature to any business which a trust company is authorized to carry on, and in consideration for the acquisition to undertake all or any of the liabilities of the person or company and to issue shares to the person or company; and

to do all such other things as are incidental or conducive to the attainment of the aforementioned objects or any of them.

Nothing in this section shall be construed to authorize any trust company to engage in the business of banking, or insurance business, or the business of a deposit, provident or benefit society.

No trust company shall carry on any business or execute any office other than the businesses or offices included in the objects set out in subsection (1).

PROBATE AND ADMINISTRATION

Company may act as executor

If and whenever any person is entitled to apply for letters of administration with the will of any testator annexed of the estate of that testator, it shall be lawful for that person, whether absent from Malaysia or not, and notwithstanding any other written law, to authorize a trust company, either alone or jointly with any other person, to apply to the Court for a grant of letters of administration with the will annexed of the estate of that testator, and a grant may be made to the company upon its own application, when so authorized, but this section shall not apply to a case in which a will provides that the company shall not act as executor, or in the trusts thereof.

It shall be lawful for any person entitled to apply for letters of administration of the estate of any intestate whether the person be absent from Malaysia or not, and notwithstanding any other written law, to authorize a trust company to apply to the Court for the letters of administration, either alone or jointly with any other person, and administration of the estate of any such intestate may be granted to the company, either alone or jointly as aforesaid upon its own application, when so authorized.

For the purposes of any application to the Court for letters of administration to the estate of any deceased person, the Court shall consider a trust company, when authorized as aforesaid, to be in law entitled equally with any other person or class of persons to apply for and obtain a grant, but a trust company, being so entitled, shall not on that account alone be preferred to the widower, widow, or next-of-kin of any intestate.

No grant of probate or of letters of administration shall be granted to a syndic or nominee on behalf of a trust company.

Procedure as to petitions, etc.

Any officer of the company appointed by the company for that purpose may, on behalf of the company, sign any petition, account or statement, take any oath, swear any affidavit, make any declaration, verify any act, give personal attendance at any Court or place, and do any act or thing whatsoever, which may be required to be signed, taken, sworn, made, verified, given, or done on behalf of the company:

Provided always that nothing in this Act contained shall confer upon any person, not otherwise entitled thereto, any right to appear or be heard before or in any Court on behalf of the company or to do any act whatsoever on behalf of the company which could otherwise be lawfully done only by an advocate.

TRUSTEESHIP

Appointment of company to be trustee

Notwithstanding any written law for the time being in force, a trust company appointed by the Court to perform the duties of receiver, guardian, committee, or any other office or trust shall not be required to furnish security for the due performance of those duties.

INVESTMENT OF TRUST FUNDS

Trust funds to be kept separate

The company may also, in its discretion, retain and continue any investment and securities coming into its possession in any fiduciary capacity.

No trust company shall directly or indirectly invest any trust moneys otherwise than in accordance with subsection (1).

INVESTMENT OF COMPANY’S FUNDS

Investment of company’s funds

in or upon any securities in or upon which private trustees may by law invest trust moneys; and

in or upon such other securities as the Minister of Finance may from time to time approve.

A trust company may acquire and hold immovable property for the actual use and occupation of itself or of any of its officers or servants, and may sell and dispose of the same.

A trust company may, for the protection of its investments, acquire land which has been mortgaged to it, but shall sell any land so acquired within three years after the acquisition thereof, unless the time is extended by the Minister of Finance.

No trust company shall directly or indirectly invest any of its moneys otherwise than in accordance with subsections (1), (2)

and (3):

Provided that nothing in this section shall be deemed to prevent the acceptance by a trust company of any securities whatsoever to secure the payment of a debt previously contracted in good faith;

but any security so acquired by the company which it would otherwise be prohibited from taking or holding shall, within two years from the time of its acquisition, or within such further time as may be allowed by the Registrar, be sold or disposed of.

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Loans to company’s officers prohibited

Moneys borrowed by a trust company shall not be secured, by debenture or otherwise, on its capital or general undertaking, but may be secured on any of the company’s property (not being property held by it on any trust), other than the securities deposited by it with the Accountant General under this Act.

ANNUAL STATEMENT

Annual statement

The statement shall be verified by the affidavit of the chairman or vice-chairman and of the manager or secretary of the company.

Every document purporting to be certified by the Registrar to be a copy of any such statement or of part thereof shall be deemed to be a copy of that statement or of part thereof, and shall be received in evidence as if it were the original statement or part thereof, unless some variation between it and the original statement is proved.

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INSPECTION

Investigation by inspector

It shall be the duty of all officers and servants of the company to produce for examination by the inspector all books, accounts, vouchers and other documents in their custody or control in relation to the matters under investigation, and to answer truly all inquiries addressed to them by the inspector respecting any matter affecting the affairs of the company.

The inspector shall make a report of his investigation to the

Minister of Finance.

All expenses of and incidental to any investigation shall be paid by the company, if the Minister of Finance so directs.

WINDING UP

Special provision as to winding up

that the company has made default in complying with a requirement of this Act and that default has continued for a period of two months after notice of default has been served upon the company; or

that from the consideration of the report of an inspector appointed under section 22 it appears to him that the company is insolvent or has committed a breach of trust.

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LIABILITY OF OFFICERS

Personal liability of officers

All such fees shall be paid by the Registrar to the Accountant

General.

The Minister may, from time to time, by notification in the

Gazette, add to, alter or amend the Schedule.

Repeal

The Trust Companies Ordinance of Sabah [Cap. 146] is hereby repealed:

Provided that a company which was registered as a trust company under the Ordinance hereby repealed and which is registered as incorporated in Malaysia in pursuance of the Companies Act 1965, shall, on application made to the Registrar, in that behalf and on the Registrar being satisfied—