Section 80. Permitted commissions

(1) Notwithstanding section 79, a company may apply any of its shares or cash, either directly or indirectly, in payment of a commission to a person for the purpose of subscribing or agreeing to subscribe or procuring or agreeing to procure—

(a) shares of an unlisted recreational club which are offered to the public for subscription or shares other than of an unlisted recreational club which are offered for subscription or purchase in accordance with a prospectus that is registered under the Capital Markets and Services Act 2007; or

(b) shares not offered under paragraph (a).

(2) The payment of the commission shall—

(a) be authorized by the constitution of a company; and

(b) not exceed—

(i) ten per centum of the price at which the shares are issued; or

(ii) the amount or rate authorized by the constitution,

whichever is lesser.

(3) The rate of the commission referred to in paragraph (2)(b) and the number of shares which a person has agreed for a commission to subscribe shall be disclosed—

(a) in the prospectus;

(b) in the statement in lieu of prospectus;

(c) in a statement as may be determined by the Registrar signed as like manner as a statement in lieu of prospectus and lodged with the Registrar; or

(d) in the case where a circular or notice, not being a prospectus, inviting subscription for shares is issued, in the circular or notice.

(4) A vendor to, promoter of, or other person who receives payment in cash or shares from a company may apply any part of the cash or shares received in payment of any commission the payment of which if made directly by the company would be permitted by this section.

(5) For the purposes of this section, commission includes brokerage and the rates referred to in paragraph (2)(b) shall not apply to brokerage.

(6) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit and, in the case of a continuing offence for non-compliance under paragraph (3)(c), to a further fine not exceeding one thousand ringgit for each day during which the offence continues after conviction.