Section 234. Contract with sole member who is also a director

(1) This section applies where—

(a) a limited company having only one member enters into a contract with the sole member;

(b) the sole member is also a director of the company; and

(c) the contract is not entered into in the ordinary course of the company’s business.

(2) The company shall, unless the contract is in writing, ensure that the terms of the contract are duly recorded in the minutes of the meeting of the directors that immediately after the making of the contract.

(3) This section shall be in addition to and not in derogation of any other law applying to contracts between a company and a director of the company.

(4) The company and every officer who contravenes this section commit an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit.

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