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Trustee (Incorporation) Act 1952

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258

Incorporating all amendments up to 1 January 2007

First enacted ... ... ... ... ... ...

1951 (Ordinance No. 73 of 1952)

Revised ... ... ... ... ... ... ...

1981 (Act 258 w.e.f. 24 December 1981)

Date of publication in the Gazette ... ...

30 December 1952

Date of coming into operation ... ...

30 December 1952

ACT 258 
TRUSTEES (INCORPORATION) ACT 1952 

1.Short title and application

1a.Interpretation

2.Upon application of trustees, Minister may grant certificate as a body corporate

3.Estate to vest in body corporate

4.Particulars respecting application

5.Nomination of trustees and filling up vacancies

6.Liability of trustees and others, notwithstanding incorporation

6a.Disqualification of trustees

7.Certificate to be evidence of compliance with requisitions

8.Record of applications and documents to be kept, and copies supplied

9.Enforcement of orders and directions of Attorney General

10.Applications and certificates to be stamped

11.Gift to vest in body corporate

12.Common seal

13.Contracts not under seal to be binding in certain cases

14.Payments on transfers in reliance on corporate seal protected

15.Trustees to keep accounts and to render annual returns of accounts

16.Petition to decide question whether person is a member of a body corporate

17.Revocation or suspension of certificate of incorporation

18.Voluntary dissolution of body corporate

19.Consequences of revocation of certificate of incorporation

20.Appointment of Registrar, Deputy Registrars and Assistant Registrars

21.Regulations

Schedule

An Act to provide for the incorporation of the trustees of certain bodies or association of persons.

[30 December 1952]

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/1.Short title and application

1. Short title and application

(1) This Act may be cited as the Trustees (Incorporation) Act 1952.

(2) This Act shall apply to Peninsular Malaysia only.

(3) (Deleted by Act A1219).

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/1a.Interpretation

1a. Interpretation

In this Act, unless the context otherwise requires--

"certificate of incorporation"

means the certificate of registration of a trustee or trustees as a body corporate that may be granted under section 2.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/2.Upon application of trustees, Minister may grant certificate as a body corporate

2. Upon application of trustees, Minister may grant certificate as a body corporate

(1) Trustees or a trustee may be appointed by any body or association of persons established for any religious, educational, literary, scientific, social or charitable purpose, and such trustees or trustee may apply, in the manner hereinafter provided, to the Minister for a certificate of registration of the trustees or trustee of such body or association of persons as a body corporate.

(2) If the Minister, having regard to the extent, nature and objects and other circumstances of such body or association of persons, shall consider such incorporation expedient, he may grant such certificate accordingly, subject to such conditions or directions generally as he shall think fit to insert in such certificate, and particularly relating to the qualifications and number of the trustees, their tenure and avoidance of office, the mode of appointing new trustees, the custody and use of the common seal, the amount of the land which such trustees may hold, and the purposes for which such land may be applied.

(3) The trustees or trustee shall thereupon become a body corporate by the name described in the certificate, and shall have perpetual succession and a common seal and power to sue and be sued in such corporate name, and subject to the conditions and directions contained in the said certificate to acquire, purchase, take, hold and enjoy movable and immovable property and by instruments under such common seal to sell, convey, assign, surrender and yield up, mortgage, charge, demise, reassign, transfer or otherwise dispose of movable and immovable property now or hereafter belonging to, or held for the benefit of, such body or association of persons, in such and the like manner, and subject to such restrictions and provisions, as such trustees or trustee might do, without such incorporation, for the purposes of such body or association of persons.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/3.Estate to vest in body corporate

3. Estate to vest in body corporate

The certificate of incorporation shall vest in such body corporate all property, movable or immovable of whatever description, belonging to or held by any person in trust for such body or association of persons, and thereupon any person or persons in whose name or names any stocks, funds or securities shall be standing in trust for the body or association of persons, shall transfer the same into the name of such body corporate, and all covenants and conditions relating to any such immovable property enforceable by or against the trustees thereof before their incorporation shall be enforceable to the same extent and by the same means by or against them after their incorporation.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/4.Particulars respecting application

4. Particulars respecting application

(1) Every application to the Minister for a certificate under this Act shall be in writing, signed by the person or persons making the same, and shall contain the several particulars specified in the Schedule, or such of them as shall be applicable to the case.

(2) The Minister may require a statutory declaration or other evidence in verification of the statements and particulars in the application, and such other particulars, information and evidence, if any, as he may think necessary or proper.

(3) The Minister may refuse to grant a certificate of incorporation under this Act if he is not satisfied that the application has complied with the provisions of this Act or the regulations made under this Act.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/5.Nomination of trustees and filling up vacancies

5. Nomination of trustees and filling up vacancies

(1) Before a certificate of incorporation shall be granted, the said trustees or trustee shall have been effectually appointed to the satisfaction of the Minister, and where a certificate of incorporation shall have been granted vacancies in the number of the said trustees shall, from time to time, be filled up so far as shall be required by the constitution or settlement of the said body or association of persons, or by any such conditions or directions as aforesaid, by such legal means as would have been available for the appointment of new trustees of the said body or association if no certificate of incorporation had been granted, or otherwise as shall be required by such conditions or directions as aforesaid, and the appointment of every new trustee shall be certified by, or by the direction of, the trustees to the Minister upon the completion of such appointment.

(2) Within one month after the expiration of each period of one year after the grant of a certificate of incorporation, or, whenever required by the Minister, a return shall be made to the Minister by the then trustees or trustee of the names of the trustees at the expiration of each such period, with their residences and descriptions.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/6.Liability of trustees and others, notwithstanding incorporation

6. Liability of trustees and others, notwithstanding incorporation

After a certificate of incorporation has been granted under this Act all trustees of the body or association of persons, notwithstanding their incorporation, shall be chargeable for such property as shall come into their hands, and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of the body or association of persons and its property, in the same manner and to the same extent as if no such incorporation had been effected, and nothing herein contained shall diminish or impair any control or authority exerciseable by the Attorney General under section 9 of the Government Proceedings Act 1956 [Act 359] over the trustees who shall be so incorporated but they shall remain subject jointly and separately to such control and authority as if they were not incorporated.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/6a.Disqualification of trustees

6a. Disqualification of trustees

Where a certificate of incorporation has been granted under this Act in respect of a trustee or trustees, a person shall be disqualified from being, and shall not become or remain, such trustee or one of such trustees if--

(a) he has been convicted of any offence under any law and sentenced to a fine of not less than one thousand ringgit or to imprisonment for a term of not less than one year or to both;

(b) there has been made and is in force against him any order of detention, supervision, restricted residence, banishment or deportation, or if there has been imposed on him any form of restriction or supervision, by bond or otherwise, under any law relating to the security of Malaysia or any part thereof, the prevention of crime, preventive detention, restricted residence, banishment or immigration;

(c) he is an undischarged bankrupt; or

(d) he is, or has been found or declared to be, of unsound mind. 

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/7.Certificate to be evidence of compliance with requisitions

7. Certificate to be evidence of compliance with requisitions

A certificate of incorporation so granted shall until and unless it is revoked be conclusive evidence that all the preliminary requisitions herein contained and required in respect of such incorporation have been complied with, and the date of incorporation mentioned in such certificate shall be deemed to be the date at which incorporation has taken place.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/8.Record of applications and documents to be kept, and copies supplied

8. Record of applications and documents to be kept, and copies supplied

The Minister shall, in such manner as he shall think fit, direct a record to be kept of all such applications for and certificates of incorporation, and shall in like manner direct all documents sent to him under this Act to be preserved, and any person may require a copy or extract of any such document to be certified under the hand of such person as shall be appointed for that purpose by the Minister, and there shall be paid for such certified copy or extract such fee as may be prescribed by the Minister.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/9.Enforcement of orders and directions of Attorney General

9. Enforcement of orders and directions of Attorney General

All conditions and directions inserted in any certificate of incorporation shall be binding upon and performed or observed by the trustees as trusts of the body or association of persons, and shall also be enforceable by the Attorney General or other persons interested under section9 of the Government Proceedings Act 1956.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/10.Applications and certificates to be stamped

10. Applications and certificates to be stamped

Every application for a certificate of incorporation under this Act, and every such certificate, shall be charged with a stamp duty of thirty ringgit, and a stamp denoting the payment of that duty shall be impressed or affixed upon such application or certificate.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/11.Gift to vest in body corporate

11. Gift to vest in body corporate

After the incorporation of the trustees or trustee of any association or body of persons pursuant to this Act, every donation, gift and disposition of land, or any interest therein, theretofore lawfully made (but not having actually taken effect) or hereafter lawfully made by deed, will or otherwise to or in favour of such body or association of persons, or the trustees thereof, or otherwise for the purposes thereof, shall take effect as if the same had been made to, or in favour of, the body corporate or otherwise for the like purposes.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/12.Common seal

12. Common seal

(1) The common seal of the body corporate shall have such device as may be approved by the Minister, and until such common seal is provided the seal of some person may be authorized by the Minister for use as the common seal of the body corporate.

(2) Any instrument to which the common seal of the body corporate has been affixed, in apparent compliance with the conditions or directions for the use of such common seal referred to in section2, shall be binding on such body corporate, notwithstanding any defect or circumstance affecting the execution of such instrument.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/13.Contracts not under seal to be binding in certain cases

13. Contracts not under seal to be binding in certain cases

Every contract made or entered into by the trustees of a body or association of persons which would be valid and binding according to the constitution, settlement or rules and regulations of the said body or association of persons if no such incorporation had taken place as aforesaid, shall be valid and binding although the same shall not have been made or entered into under the common seal of the trustees.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/14.Payments on transfers in reliance on corporate seal protected

14. Payments on transfers in reliance on corporate seal protected

Any person who shall make or permit to be made any transfer or payment bona fide, in reliance on any instruments to which the common seal of any body corporate created under this Act is affixed, shall be indemnified and protected in respect of such transfer or payment, notwithstanding any defect or circumstance affecting the execution of the instrument.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/15.Trustees to keep accounts and to render annual returns of accounts

15. Trustees to keep accounts and to render annual returns of accounts

(1) The trustees or trustee of any body or association of persons incorporated pursuant to this Act shall, in books to be kept by them for that purpose, regularly enter or cause to be entered full and true accounts of all money received and paid respectively on account of such body or association.

(2) The said trustees or trustee shall, on or before the 30th day of June in every year, or upon such other day as may be appointed for this purpose by the Minister, prepare and make out the following accounts in relation to the said body or association--

(a) an account of the gross income arising from any endowment or which ought to have arisen therefrom during the year ending on the 31st day of December immediately preceding, or upon such other day as may have been appointed for this purpose by the Minister;

(b) an account of all balances in hand at the commencement of the year and of all monies received during the same year on account of the said body or association;

(c) an account for the same period of all payments; and

(d) an account of all monies owing to or from the said body or association, so far as conveniently may be. 

(3) The accounts prescribed under subsection (2) shall be certified under the hand of one or more of the said trustees or of the said trustee and shall be audited by the auditor of the said body or association, if any, and the said trustees or trustee shall within fourteen days after the day appointed for making out the said accounts deliver or transmit a copy thereof to the Minister and every such copy shall be open to inspection of all persons at all reasonable hours, subject to such regulations as the Minister may see fit to make, and any person may require a copy of every such account, or of any part thereof, on paying therefor such fee as the Minister may prescribe.

(4) The said trustees or trustee shall, at the same time as the accounts prescribed under subsection (2) are delivered or transmitted to the Minister in accordance with subsection(3) for the first time after the grant of a certificate of incorporation pursuant to this Act, transmit to the Minister an account of any endowments then belonging to the said body or association, showing in the case of immovable property not in hand the manner in which the same is let or occupied and in the case of movable property the existing investment or employment thereof and in what names such investments are made, and thereafter the said trustees or trustee shall, on every occasion upon which the said accounts are delivered or transmitted as aforesaid to the Minister after the acquisition of any endowment not included in the foregoing account, or after the alienation, charge or transfer of any movable or immovable property of the said body or association, transmit to the Minister a similar account of such last-mentioned endowment and an account of such alienation, charge or transfer, as the case may be.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/16.Petition to decide question whether person is a member of a body corporate

16. Petition to decide question whether person is a member of a body corporate

(1) When any question arises as to whether any person is a member of such body corporate as aforesaid, any person interested in such question may apply by petition to the High Court for its opinion on such question.

(2) Notice of the hearing shall be given to such persons and in such manner as the Court shall think fit, and any opinion given by the Court on an application under this section shall be binding on the person in respect of whom such question arose and upon all members of the said body corporate and upon the person aforesaid interested in such question and upon any persons to whom notice of the hearing has been given in accordance with any direction of the Court.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/17.Revocation or suspension of certificate of incorporation

17. Revocation or suspension of certificate of incorporation

(1) The Minister may by order revoke the certificate of incorporation if--

(a) the incorporation was effected as a result of fraud or mistake or misrepresentation in any material particular;

(b) the body or association of persons by whom the trustee or trustees constituting the body corporate are appointed is likely to be used for unlawful purposes or purposes prejudicial to or incompatible with the security of Malaysia or public order or morality in Malaysia or any part thereof;

(c) the body or association of persons by whom the trustee or trustees constituting the body corporate are appointed is found to have pursued objectives other than those for which it was originally established;

(d) the body corporate has wilfully contravened any provision of this Act or any regulations made under this Act; or

(e) if the body corporate does any act or omits to do any act the doing or omission of which is an offence under any law and punishable with a fine of not less than one thousand ringgit or with imprisonment for a term of not less than one year or to both. 

(2) The Minister shall notify the body corporate of his intention to revoke the certificate of incorporation of the body corporate.

(3) No certificate of incorporation shall be revoked under this section without the body corporate being given the opportunity to show cause in writing within a period of thirty days from the date of receipt of a notice to show cause as to why the certificate should not be revoked.

(4) During the period specified in subsection (3), the Minister may by order in writing suspend all or any of the activities of the body corporate--

(a) in order to restrain the body corporate from further infringing or violating any provision of this Act or any regulations made under this Act; or

(b) if he thinks it is necessary to do so in the interest of the public or of the body corporate or the body or association of persons by whom the trustee or trustees constituting the body corporate are appointed. 

(5) An order made under subsection (4) may contain such conditions as the Minister thinks necessary or expedient and shall continue to be in force until the order or the certificate of incorporation is revoked.

(6) The revocation of the certificate of registration of any body corporate by the Minister under this section shall come into force on the date the notification of such revocation is communicated to the trustee, or if there is more than one trustee, at least one of the trustees, and it shall be final and conclusive.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/18.Voluntary dissolution of body corporate

18. Voluntary dissolution of body corporate

(1) A body corporate may be dissolved voluntarily in either of the following ways:

(a) upon the happening of any event as specified in the trust deed which amounts to the dissolution of the body corporate; or

(b) by the decision of the trustee, or if there is more than one trustee, the unanimous agreement of the trustees, testified by the trustee or trustees constituting the body corporate signing an instrument of dissolution and with the consent of the body or association of persons by whom the trustee or trustees are appointed. 

(2) The trustee or trustees shall immediately inform the Minister of the happening of the event referred to in paragraph(1)(a) or the decision or agreement referred to in (b).

(3) The Minister shall make an order revoking the certificate of incorporation as from such date as is specified in the order.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/19.Consequences of revocation of certificate of incorporation

19. Consequences of revocation of certificate of incorporation

(1) Upon an order being made under subsection17(1) or 18(3)--

(a) the body corporate is dissolved;

(b) any assets or liabilities of the body or association of persons vested in the body corporate shall vest in such trustee or trustees as may be appointed by the body or association of persons, or if the trustee or trustees are the same trustee or trustees who had been incorporated as the body corporate before its dissolution, in such trustee or trustees, in trust for such body or association; and

(c) any legal proceeding that might have been continued or instituted by or against the body corporate with respect to any asset or liability vested in the body corporate may be continued or instituted by or against the trustee or trustees in whom the asset or liability is vested subsequent to the dissolution. 

(2) Notwithstanding subsection (1), in the absence of such trustee or trustees as are referred to in subsection(1) any property vested in such body corporate shall vest in the Amanah Raya Berhad, a body corporate established under the Public Trust Corporation Act 1995 [ Act 532], in trust for the body or association of persons by whom the trustee or trustees who had been incorporated as the body corporate before its dissolution was appointed, until the appointment by the body or association of persons of a new trustee or trustees; and upon such appointment the property shall be transferred to and vest in such trustee or trustees.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/20.Appointment of Registrar, Deputy Registrars and Assistant Registrars

20. Appointment of Registrar, Deputy Registrars and Assistant Registrars

(1) The Minister may appoint a Registrar and such number of Deputy Registrars and Assistant Registrars as he may consider necessary for the purposes of this Act.

(2) The Registrar, Deputy Registrars and Assistant Registrars shall perform such functions as may be specified by the Minister in writing for the purpose of giving effect to and carrying out the provisions of this Act.

(3) The Registrar, Deputy Registrars and Assistant Registrars shall be deemed to be public servants for the purposes of the Penal Code [ Act 574].

(4) Nothing done or omitted to be done by the Registrar, Deputy Registrars and Assistant Registrars shall, if done or omitted to be done in good faith for the purpose of executing the provisions of this Act, subject any of them to any action, liability, claim or demand.

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/21.Regulations

21. Regulations

(1) The Minister may make such regulations as are necessary or expedient to give full effect to or for carrying out the provisions of this Act.

(2) In particular and without prejudice to the generality of subsection(1), regulations may be made for prescribing--

(a) the manner of making applications to register a trustee or trustees as a body corporate;

(b) the procedure to be followed in registering a trustee or trustees as a body corporate;

(c) the information to be furnished to the Minister; and

(d) the fees which can be imposed and collected for the purposes of this Act. 

Unannotated Statutes of Malaysia - Principal Acts/TRUSTEES (INCORPORATION) ACT 1952 Act 258/TRUSTEES (INCORPORATION) ACT 1952 ACT 258,,/Schedule