Section 378 - Electronic transactions

(1) Despite a provision of this Act and any other enactment, the Registrar may authorise

(a) the incorporation or the registration of a company;

(b) the reservation of a company name;

(c) the filing of particulars;

(d) the conversion of a company;

(e) the filing of annual returns and financial statements;

(f) the keeping and maintenance of a register;

(g) arrangements, compromises, mergers, divisions and sale of undertakings;

(h) the removal of the name of a company from the register upon cessation, dissolution or liquidation of the company;

(i) reports on statistical data on companies;

(j) the inspection of a register;

(k) the registration of debentures;

(l) the transfer of debentures;

(m) the alteration of debentures;

(n) the registration of a contract or agreement with respect to the issue of shares;

(o) the registration of charges;

(p) keeping of accounting records;

(q) a service of a notice or document;

(r) the dissolution of a company;

(s) searches on a company register;

(t) an offer to be made to the public or an invitation to make an offer to the public;

(u) payment of fees;

(v) the filing of any notice or document; and

(w) the performance of any act or thing required to be done in relation to paragraphs (a) to (v)

to be effected electronically in the manner and through an electronic system approved by the Registrar subject to subsection (5).

(2) With effect from the date as may be published in the Companies Bulletin, the Registrar may direct that any matter, act or thing referred to in subsection (1), or required to be done under this Act, shall be submitted or done electronically.

(3) For the purpose of facilitating the operation of a system of dematerialised or immobilised securities electronically, a security shall not have a distinctive number.

(4) Every new company incorporated after the commencement of this Act, that has a website, shall endeavour to post on that website any information required to be filed with the Office of the Registrar.

(5) The Registrar shall inform clients that desire to transact business with the Registrar electronically, of the electronic system intended to be used as the medium for the electronic communication and obtain the written consent of the client concerned to use the designated electronic system.

(6) Without limiting subsections (2) and (3), a document or information may be sent in electronic form to a person, a company, member or officer of a company, by the Registrar through an electronic system for the performance of any act or thing under this Act if

(a) the intended recipient has consented in writing to the despatch and receipt of the document or information as a substitute for the hard copy form, at a designated electronic address to and from the party responsible for sending it; or

(b) it is required by law to receive a document or information in electronic form.

(7) The Minister may by legislative instrument make Regulations

(a) to prescribe the mode of electronic transactions

(i) between companies and the general public;

(ii) between companies and regulatory agencies;

(iii) between companies; and

(iv) within a company;

(b) for application procedures for incorporation and registration matters by electronic filing;

(c) to provide for the use of documents reproduced electronically or by other means by the Registrar as original documents despite any enactment to the contrary;

(d) for electronic record keeping of documents by companies;

(e) for procedures for the authentication of electronic documents by companies;

(f) for the use of websites and electronic filing addresses for the purposes of this Act;

(g) for the format for electronic filing of statutory forms and documents;

(h) to prescribe the payment systems for electronic filing, electronic searches and electronic downloads of requested documents from the Registrar;

(i) for the destruction of any documents that has been recorded or stored electronically or by other means;

(j) to give effect to and ensure the efficient operation of any device or facility of the kind referred to in subsection (1); and

(k) required for the purposes of electronic transactions under this Act.

(8) Where in an enactment a person is required to provide evidence of a transaction in respect of a matter specified in this Act, proof of that matter as transacted electronically in the manner approved by the Registrar shall suffice.

(a) For purposes of this section, “electronic transaction” means a transaction by an electronic agent;

“electronic agent” means a computer programme or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, in an automated transaction; and

“automated transaction” means an electronic transaction conducted or performed in whole or in part, by means of electronic records in which the conduct or electronic records of one or both parties are not reviewed by an individual in the ordinary course of business or employment of the individual.