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Section 23. Change of name.
(1) A company may by special resolution resolve that its name should be changed to a name by which the company could have been registered without contravention of subsection 22(1).(2) If the Registrar approves the name which the company has resolved should be its new name he shall on payment of the prescribed fee issue a certificate of incorporation of the company under the new name and upon the issue of such certificate of incorporation the change of name shall become effective.(3) If the name of a company is (whether through inadvertence or otherwise and whether originally or by change of name) a name by which the company could not be registered without contravention of subsection 22(1) the company may by special resolution change its name to a name by which the company could be registered without contravention of that subsection and, if the Registrar so directs, shall so change it within six weeks after the date of the direction or such longer period as the Registrar allows unless the Minister by written notice annuls the direction, and if the company fails to comply with the direction it shall be guilty of an offence against this Act.

Penalty: One thousand ringgit. Default penalty.

(4) Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since the commencement of this Act, the Registrar shall not, except with the approval of the Minister, exercise his power under subsection (3) to direct the company to change its name.

(5) Upon the commencement of this Act a company which has the word “Limited” as the last word of its name shall be deemed to have changed its name by substituting for the word “Limited” the word “Berhad” and a company which has the abbreviation “Ltd.” at the end of its name shall be deemed to have altered its name by substituting for the abbreviation “Ltd.” the abbreviation “Bhd.” and where upon the date after the commencement of this Act a company which is a private company does not have the word “Sendirian” or the abbreviation “Sdn.” as part of its name immediately before the word “Berhad” or before the abbreviation “Bhd.” or in the case of an unlimited company at the end of its name, the company shall be deemed to have altered its name to include the abbreviation “Sdn.” immediately before the word “Berhad” or before the abbreviation “Bhd.” or in the case of an unlimited company at the end of its name and the Registrar shall as soon as practicable after the commencement of this Act alter the name of the company set forth in the memorandum accordingly and issue a new certificate of incorporation in the name of the company as so altered:

Provided that this section shall not operate to prevent a company which immediately before the commencement of this Act and which had the word “Limited” or the abbreviation “Ltd.” as part of its name or which was a private company and which did not have the word “Sendirian” or the abbreviation “Sdn.” as part of its name from continuing to use the name set forth in its memorandum immediately before the commencement of this Act until the expiration of two years after the commencement of this Act.

(6) A change of name pursuant to this Act shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name.

(7) Where the winding up of a company commences within one year after the company has changed its name, the former name as well as the existing name of the company shall appear on all notices and advertisements in relation to the winding up.

Section 36. Prohibition of carrying on business with fewer than statutory minimum of members.
If at any time the number of members of a company (other than a company the whole of the issued shares of which are held by a holding company) is reduced below two and it carries on business for more than six months while the number is so reduced, a person who is a member of the company during the time that it so carries on business after those six months and is cognizant of the fact that it is carrying on business with fewer than two members shall be liable for the payment of all the debts of the company contracted during the time that it so carries on business after those six months and may be sued therefor, and the company and that member shall be guilty of an offence against this Act if the company so carries on business after those six months. Penalty: Two thousand ringgit. Default penalty.

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