Section 568. The branch register

1) Subject to this section, a foreign company which has a share capital and has any member who is resident in Malaysia shall keep a branch register for the purpose of registering shares of the members resident in Malaysia who apply to have the shares registered at its registered office in Malaysia or at some other place in Malaysia.

(2) The company shall not be obliged to keep a branch register under subsection (1) until after the expiration of sixty days from the receipt by the company of an application in writing by a member resident in Malaysia for registration in its branch register in Malaysia of the shares held by the member.

(3) This section shall not apply to any foreign company which by its constitution prohibits any invitation to the public to subscribe for shares in the foreign company.

(4) Every such register as aforesaid shall be kept in the manner provided by Division 8 of Part II as though the register were the register of a company and transfers shall be effected on the register in the same manner and at the same charges as on the principal register of the company and transfer lodged at its registered office in Malaysia shall be binding on the company and the Court shall have the same powers in relation to rectification of the register as it has in respect of the register of a company incorporated in Malaysia.

(5) If a foreign company opens a branch register in Malaysia, the foreign company shall lodge with the Registrar a notice of that fact specifying the address where the register is kept within fourteen days from the opening of the branch.

(6) If any change is made in the place where the register is kept or where the register is discontinued, the foreign company shall lodge notice of the change or discontinuance with the Registrar within fourteen days of the change or discontinuance.

(7) If a foreign company or corporation is entitled under a law of the place of incorporation corresponding with section 371 to give notice to a dissenting shareholder in that foreign company, that the foreign company desires to acquire any of his shares registered on a branch register kept in Malaysia, this section shall cease to apply to that foreign company until—

(a) the shares have been acquired; or

(b) that company or corporation has ceased to be entitled to acquire the shares.

(8) The foreign company, every officer and agent who contravene this section commit 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 not exceeding five hundred ringgit for each day during which the offence continues after conviction.