Section 618. Transitional provisions relating to abolition of nominal value

(1) Where a share is issued before the commencement of section 74—

(a) the amount paid on the share shall be the sum of all amounts paid to the company at any time for the share, but not including any premium; and

(b) the amount unpaid on the share shall be the difference between the price of issue of the share, but not including any premium, and the amount paid on the share.

(2) Upon the commencement of section 74, any amount standing to the credit of a company’s share premium account and capital redemption reserve shall become part of the company’s share capital.

(3) Notwithstanding subsection (2), a company may, within twenty-four months upon the commencement of section 74, use the amount standing to the credit of its share premium account to—

(a) provide for the premium payable on redemption of debentures or redeemable preference shares issued before the commencement of section 74;

(b) write off—

(i) the preliminary expenses of the company incurred before the commencement of section 74; or

(ii) expenses incurred, or commissions or brokerages paid or discounts allowed, before or upon the commencement of section 74, for any duty, fee or tax payable on or in connection with any issue of shares of the company;

(c) pay up, under an agreement made before the commencement of section 74, shares which were unissued before that date and which are to be issued upon that date to members of the company as fully paid bonus shares;

d) pay up in whole or in part the balance unpaid on shares issued before the commencement of section 74 to members of the company; or

(e) pay dividends declared before the commencement of section 74, if such dividends are satisfied by the issue of shares to members of the company.

(4) Notwithstanding subsection (2), a company may, within twenty-four months upon the commencement of section 74, use the amount standing to the credit of its capital redemption reserve account to pay up shares which were unissued before that date and which are to be issued to members of the company as fully paid bonus shares.

(5) Notwithstanding subsection (2), any company carrying out the business of insurance or takaful in Malaysia immediately before the commencement of section 74, may apply the amount standing to the credit of its share premium account immediately before such date by appropriation or transfer to any fund established and maintained under the Financial Services Act 2013 or Islamic Financial Services Act 2013.

(6) Notwithstanding subsection(1),theliabilityofashareholder for calls in respect of money unpaid on shares issued before the commencement of section 74, whether on account of the par value of the shares or by way of premium, shall not be affected by the shares ceasing to have a par value.

(7) For the purpose of interpreting and applying, upon the commencement of section 74, a contract, including the constitution of the company, entered into before such date or a trust deed or other document executed before such date—

(a) a reference to the par or nominal value of a share shall be a reference to—

(i) if the share is issued before such date, the par or nominal value of the share immediately before such date;

(ii) if the share is issued upon such date but shares of the same class were on issue immediately before such date, the par or nominal value that the share would have had if it had been issued then; or

(iii) if the share is issued upon such date and shares of the same class were not on issue immediately before such date, the par or nominal value determined by the directors,

and a reference to share premium shall be construed as a reference to any residual share capital in relation to the share;

(b) a reference to a right to a return of capital on a share shall be construed as a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par or nominal value; and

(c) a reference to the aggregate par or nominal value of the company’s issued share capital shall be construed as a reference to that aggregate as it existed immediately before that date as—

(i) increased to take account of the par or nominal value as defined in paragraph (a) of any shares issued upon that date; and

(ii) reduced to take account of the par or nominal value as defined in paragraph (a) of any shares cancelled upon that date.

(8) A company may file with the Registrar a notice of its share capital—

(a) at any time before—

(i) the date it is required to lodge its annual return after the end of the period referred to under subsection (3); or

(ii) the expiry of 180 days after the end of the period referred to under subsection (3),

whichever is the earlier; or

(b) within such longer period as the Registrar may, if he thinks fit in the circumstances of the case, allow.

(9) Notwithstanding subsection (8), a company may file with the Registrar a notice of its share capital earlier than the periods referred to in paragraph (8)(a) if the company—

(a) has no amount standing to the credit of its share premium account; or

(b) has utilised the amount standing to the credit of its share premium accounts under subsection (3).

(10) Unless a company has filed a notice of its share capital under subsection (8) or (9), the Registrar may for the purposes of the records maintained by the Registrar adopt, as the share capital of the company, the aggregate value of the shares issued by the company as that value appears in the Registrar’s records immediately after the end of the period referred to in paragraph (8)(a).