Malaysia

Kuala Lumpur, Malaysia – 3 June 2025 – Izad Kazran & Co (IKC) is pleased to announce the addition of Wilson Tan Wei Sheng, CPA (Australia), CA (MIA), as a new Partner under the firm’s newly established corporate structure, IKC Corporate Services Sdn. Bhd. (IKCorp). This strategic partnership marks a significant milestone in IKC’s evolution and expansion of comprehensive corporate and consultancy services. Wilson Tan brings over a decade of financial and strategic leadership experience across Southeast Asia to the partnership. “We are thrilled to welcome Wilson Tan to our partnership,” said Kho Sze Jia, the Managing Partner of IKC and Director of IKCorp. “His extensive expertise in financial management, corporate governance, and cross-border business operations aligns perfectly with our vision for IKCorp's future. This partnership positions us to deliver even more comprehensive solutions to our clients across the region.” The establishment of IKCorp represents a strategic evolution of IKC’s business structure, designed to provide integrated corporate, legal, and financial services under one roof. Staying true to IKC’s founding principle of being “An Asian Firm with local expertise, world class standards,” IKCorp is positioned to become the ultimate business partner for companies seeking comprehensive solutions. IKCorp’s Vision: Complete Confidence. Complete Services. IKCorp represents a paradigm shift in corporate services – where legal expertise, financial precision, and strategic business advisory converge under one unified platform. Our vision eliminates the need for clients to navigate multiple service providers across different disciplines. Whether you require legal counsel, financial management, or business strategy guidance, IKCorp delivers comprehensive solutions through our integrated team of specialists. This singular approach ensures seamless coordination, consistent quality standards, and unparalleled efficiency, allowing businesses to access world-class expertise across all corporate functions without ever looking elsewhere. Wilson Tan commented on his new role: “I am excited to join forces with Sze Jia and the IKC team in this new chapter. In my previous roles, I helped SMEs navigate complex financial landscapes across multiple jurisdictions, and I understand the challenges businesses face today. IKCorp’s comprehensive service offering – combining legal expertise with financial precision – creates a unique value proposition for our clients.” Comprehensive Services Portfolio Under the new partnership structure, IKCorp will offer an extensive range of services designed to address every aspect of business operations: Corporate Foundation Services: Complete company incorporation and registration, maintenance of statutory records, annual compliance filings, corporate governance advisory, and board meeting management. Financial Management Excellence: Full-spectrum accounting services including bookkeeping, management reporting, accounts payable/receivable management, and payroll administration, complemented by auditing and comprehensive tax services covering corporate tax planning, return preparation, SST compliance, and international tax advisory. Strategic Business Support: Outsourced Financial Controller services providing strategic financial planning, cash flow management, budget development, financial risk assessment, and investor relations support, alongside Financial Due Diligence services for mergers and acquisitions. Legal & Compliance Expertise: Contract drafting and review, commercial agreements, regulatory compliance advisory, debt collection services, and comprehensive Outsourced General Counsel services providing on-demand legal support, risk assessment, and strategic legal guidance. Specialized Advisory Services: Business advisory covering market entry strategy, process optimization, and corporate restructuring; specialized Offshore Business Advisory in Labuan including company formation, LFSA compliance, and international tax planning; Johor Special Financial Zone & Forest City Business Advisory; and cutting-edge ESG Advisory Services including sustainability strategy and climate risk assessment. Human Capital Solutions: Complete HR & Recruitment services including talent acquisition, contract management, Employer of Record services, and outsourced employee administration. Wilson Tan will leverage his professional qualifications as a Licensed Company Secretary, Certified Public Accountant (CPA Australia), and Chartered Accountant (MIA Malaysia), to lead the financial and corporate services divisions of IKCorp. Prior to joining IKCorp, Wilson Tan accumulated over eight years of experience in the fast-moving consumer goods (FMCG) industry, including holding senior roles at leading companies such as Nestlé Malaysia. He began his career as an external auditor with Ernst & Young. An entrepreneur at heart, Wilson later founded Oakleaf, an accounting firm that has since expanded beyond Malaysia. Under his leadership, Oakleaf has delivered sophisticated business structures and financial frameworks across international markets including Dubai, Hong Kong, Singapore, Vietnam, and Cambodia. The partnership is effective immediately. IKCorp is currently supported by Wong Poh Yee, Norzuliana Zulkifli, and Michelle Tai. IKCorp aims to expand to a team of 10 by the end of 2025. About IKCorp IKCorp is a comprehensive corporate services provider embodying the principle of being “An Asian Firm with local expertise, world class standards.” Through IKC Corporate Services Sdn. Bhd., the company serves as a strategic business partner, delivering integrated legal, financial, and business advisory solutions under one roof. From company incorporation to ongoing compliance, financial management to strategic planning, IKCorp handles every aspect of corporate operations, allowing businesses to focus on their core strengths while ensuring world-class standards in all corporate matters across Southeast Asia.   IKC Corporate Services Sdn. Bhd. A1-12-3, Arcoris Business Suites 10, Jalan Kiara 50480 Mont’ Kiara Kuala Lumpur, Malaysia Emails:           [email protected] Telephone:    +603 6419 1118  

Introduction Recent decisions by the Malaysian Federal Court have raised concerns about the enforcement of financial transactions, particularly in cases involving gambling debts, moneylending, and legitimate commercial arrangements like put option agreements. While these decisions clarify key legal principles, they also risk unfairly impacting genuine transactions if misapplied. This article explores these legal developments and provides practical steps for businesses to safeguard their interests. Clarifying Gambling Debts and Moneylending Transactions Dato' Ting Ching Lee v. Ting Siu Hua [2025] CLJU 361 In this case, the Federal Court ruled that credit facilities extended for gambling purposes are unenforceable, regardless of how they are structured. The court emphasised the importance of looking at the substance of the transaction rather than its form, aligning with the Singaporean approach in Star City Pty Ltd (formerly known as Sydney Harbour Casino Pty Ltd) v. Tan Hong Woon [2002] 1 SLR (R)). This decision reinforces Malaysia’s strong public policy stance against gambling debts. However, this ruling raises legitimate concerns about fairness — particularly in cases where a lender has acted in good faith, only to be left without any legal means of recovery. This could inadvertently push some creditors towards informal or even unlawful recovery methods, which is a serious concern for the financial and business community. Triple Zest Trading v. Applied Business Technologies [2023] 2 MLJ 374 In this case, the Court of Appeal limited recovery on a “friendly loan” where excessive interest disguised as “agreed profit” was deemed unenforceable. The Court of Appeal emphasised that financial arrangements must comply with the Moneylenders Act 1951. Put Option Agreements and Our Experience In Butterfly Capital Management Co Ltd v. Wang Hsiu Ying & Anor [2024] CLJU 2647, the High Court considered whether a put option agreement was a disguised moneylending transaction. We represented Butterfly in this case, where the defendant alleged that the put option agreement masked an illegal lending arrangement with excessive interest. Despite clear precedents recognising the validity of put option agreements, such as: Maju Holdings Sdn Bhd v Fortune Wealth (H-K) Ltd & Other Appeals [2004] 4 CLJ 282; Bank Muamalat Malaysia Berhad v Fan Kow Hin [2017] 1 LNS 447; Everegion Sdn Bhd v Puan Chan Cheong [2022] 1 LNS 89; MIDF Amanah Ventures Sdn Bhd v Lim Thiam Chye [2018] 9 MLJ 450; Perbadanan Nasional Berhad v Arif Awang [2011] 1 LNS 237; Bina Puri Holdings Berhad v Sulaiman Haji Abdul Razak [2015] LNS 1135; HLG Credit Sdn Bhd & Anor v Chan Teik Huat [2011] CLJU 556; Aseambankers Malaysia Berhad & Anor v Lim Cheng Pow [2011] 1 LNS 1487; the High Court in the Butterfly case rejected the put option agreement despite these precedents. This decision is troubling because it relies on Triple Zest and places genuine commercial arrangements at risk of being mischaracterised as unlawful. Despite the eventual resolution of the dispute at the Court of Appeal, the High Court ruling remains on record, creating uncertainty for businesses that rely on put option agreements as legitimate financial tools. A Practical Approach Forward Given these developments, businesses and lenders must take proactive steps to protect their interests: Robust Documentation: Clearly outline the commercial purpose behind financial arrangements. Detailed records that demonstrate the intent behind transactions will be critical in defending claims that they are disguised moneylending arrangements.   Independent Legal Advice: Encourage parties on both sides of a transaction to obtain independent legal advice. This helps to establish that the terms were agreed to freely and with full understanding.   Balanced Commercial Terms: Avoid terms that mimic excessive interest rates or resemble typical moneylending conditions, such as inflated repurchase prices or unduly short repayment timelines.   Transparency: Be upfront about transaction structures, especially in complex deals like put option agreements. Courts are more likely to uphold arrangements where parties can show genuine commercial intent rather than attempts to bypass legal restrictions. Conclusion The recent court rulings demonstrate Malaysia’s firm stance against illegal lending and gambling debts. However, they also risk harming legitimate financial arrangements if misinterpreted. The Butterfly case shows how a valid commercial deal can still be challenged, despite established precedents supporting put option agreements. Moving forward, businesses must ensure their transactions are well-structured, transparent, and properly documented to avoid unnecessary disputes. Clear intent and commercial logic must shine through, allowing courts to differentiate genuine business arrangements from disguised lending transactions. Our Managing Partner and Head of Dispute Resolution, Kho Sze Jia, acted for Butterfly. He was assisted by Wong Poh Yee. Our team can be reached at [email protected]

Introduction The recent Court of Appeal decision in Transferwise Ltd v Public Bank Bhd offers valuable insights into Malaysian trademark law, particularly the application of partial revocation of registered trademarks due to non-use under Section 46(1) (read with Section 46(4)) of the Trademarks Act 2019 (“Act”). This case underscores the importance of genuine trademark use and the need for trademark proprietors to align their registrations with actual commercial activities. Background of the Case Public Bank Berhad (“PBB”), one of Malaysia’s largest financial institutions, is the registered proprietor of the mark “ ” (which features a piggy bank device depicting a child wearing a cap emblazoned with the word “wise” and a coin, and the words “AKAUN SIMPANAN”, “SAVINGS ACCOUNT” and “WISE – WISDOM IN SAVING EARLY” beneath it) (“PBB’s Wise Mark”) in respect of the following services in Class 36: “Banking, financial, insurance and investment services; real estate; securities brokerage; stock brokerage; computerised financial services; issuing letters of credit and travellers cheques; financing of loans; safe deposit and surety services; issuing statements of accounts; mortgage and purchase financing; money exchange services; automatic cash dispensing services; electronic funds transfer and automated payment services; credit and cash card services; trustee services, commodities and futures brokerage, management services for loan related transactions and financial planning services; all included in class 36.” Since the registration of PBB’s Wise Mark in 1997, the mark has been used by PBB in relation to the provision of children’s savings accounts. Transferwise Ltd (“Transferwise”) is a UK-based financial technology company specializing in currency exchange and transfer services across multiple jurisdictions, including Malaysia. In Malaysia, these services were initially offered under its “Transferwise” mark through a local third party in 2017, and from 2019 onwards, through its wholly-owned subsidiary, namely Wise Payments Malaysia Sdn Bhd. Following a global rebranding and its name change to “Wise Payments Ltd” in 2021, Transferwise has since provided its services under its “Wise” and “ ” marks (collectively, “the Wise Marks”). With plans to expand its services in Malaysia, Transferwise applied to register its “Transferwise” marks and the Wise Marks in Malaysia. Transferwise also sought partial revocation of PBB’s Wise Mark under Section 46(1)(a) (read with Section 46(4)) of the Act, arguing that PBB had only used PBB’s Wise Mark in relation to children’s savings accounts and not for the full range of services covered under its registration. The High Court dismissed Transferwise’s application, holding that Transferwise was not an “aggrieved person” under Section 46(1) of the Act and that PBB had sufficiently demonstrated use of PBB’s Mark. However, upon appeal, the Court of Appeal overturned the decision, partially revoking PBB’s trademark registration. Key Issues The case revolved around three primary issues which are discussed below. (1) Whether Transferwise was an aggrieved person Section 46(1) of the Act provides that the registration of a trademark may be revoked by the court upon an application by an aggrieved person based on any of the prescribed grounds. The Court of Appeal, applying the established principles from Federal Court’s decisions in cases such as McLaren International Ltd v Lim Yat Meen, LB (Lian Bee) Confectionery Sdn Bhd v QAF Ltd and Mesuma Sports Sdn Bhd v Majlis Sukan Negara Malaysia; Pendaftar Cap Dagangan Malaysia (Interested Party), notwithstanding that these cases were decided under the now repealed Trade Marks Act 1976, held that an aggrieved person: (i) is one who has either used or has a genuine and immediate intention to use a mark in a trade that is identical or similar to that of the registered proprietor; and (ii) must have a legal interest, right or legitimate expectation in his own mark and that his interest or rights are substantially impacted by the presence of the registered mark. Based on these principles, the Court of Appeal found that Transferwise qualified as an aggrieved person under Section 46(1) of the Act as Transferwise had shown: (i) use of the Wise Marks in Malaysia through its subsidiary, with such use accruing to Transferwise; and (ii) a genuine and present intention to continue using the Wise Marks for its expanded services in Malaysia. The Court of Appeal rejected the High Court’s finding that Transferwise was not an aggrieved person merely because it is the Malaysian subsidiary that provides the services in Malaysia and that Transferwise could not have used the Wise Marks as it lacked the required licence from the Central Bank of Malaysia to provide such services. (2) Whether PBB’s trademark registration ought to be partially revoked due to non-use, except for use in relation to children’s savings accounts Under Section 46(1)(a) of the Act, a registered trademark can be revoked if it has not been used in good faith for a continuous period of three years following the date of issuance of the notification of registration, and there are no proper reasons for non-use. The burden of proof initially lies with the party seeking revocation, who must establish a prima facie case of non-use, after which the burden shifts to the registered proprietor to show evidence of use. The Court of Appeal found that Transferwise had presented strong evidence demonstrating that PBB had not used PBB’s Wise Mark for any services other than children’s savings accounts during the relevant period. Additionally, the Court of Appeal determined that PBB failed to provide sufficient evidence to establish use of PBB’s Wise Mark for any other services covered under its registration. (3) Whether banking and financial services can be severed and compartmentalized and revoked in part? Section 46(4) of the Act allows for partial revocation of a trademark registration where the ground(s) of revocation applies only to certain goods or services covered by the trademark registration. The Court of Appeal recognized the court’s authority to remove specific goods or services from a trademark registration under this provision if the trademark is only used for a narrower range of goods or services. Consequently, it found that the High Court had erred in ruling that banking and financial services could not be easily severed or compartmentalized and that all the services registered under PBB’s Wise Mark were inherently relevant. Given the clear evidence that PBB’s Wise Mark had only been used for children’s savings accounts, the Court of Appeal found that PBB’s trademark registration should have been partially revoked and limited to “banking” and “financial” services only given that “children’s savings accounts” fell within these services. However, the Court of Appeal was reluctant to further limit the services to “children’s savings accounts” as such a limitation would be unnecessarily confusing and restrictive, and not in the interest of the public or the trade. The above view finds support in the Singapore High Court’s decision in Weir Warman Ltd v Research & Development Pty Ltd, where the court, in considering Section 22(6) of the Singapore Trade Marks Act (which is in pari materia with Section 46(4) of the Act), similarly declined to narrow the specification of “pump parts” into specific types of pumps for which the defendant’s “Warman” mark was used, although it found that the defendant’s registration should have been partially revoked and limited to “pump parts”. In delivering its judgment, the Singapore High Court in Weir Warman Ltd (supra) tacitly approved the reasoning in Bluestar Exchange (Singapore) Pte Ltd v Teoh Keng Long that narrowing the specification of “knitwear” to the specific categories of clothes for which the respondent’s mark was in fact used was not in the interest of the public or trade as it would result in confusion and invite litigation. The court further elaborated that the task of the court in partial revocation was to limit the specification so that it reflected the circumstances of the particular trade and the way the public would perceive the trademark’s use. It is interesting to note the Singapore High Court’s observation in Weir Warman Ltd (supra) regarding the contrary position of the UK courts on partial revocation under Section 46(5) of the UK Trade Marks Act 1994 (which is also in pari materia with Section 46(4) of the Act). In the UK, the court and the Registrar have the discretion to re-write the specification of goods or services to achieve the required degree of revocation such that the courts may “dig deeper” into certain wider specification and insert words of limitation into the specification. In Mercury Communications Limited v Mercury Interactive (UK) Limited, although the case was decided under the old (repealed) UK Trade Marks Act 1938, the court opined that an overly wide specification such as “computer programs”, could be partially cancelled. Additionally, the court was of the view that it was, in appropriate circumstances, necessary to “dig deeper” into the meaning of the description to assess its scope in relation to the actual use of the mark, particularly where non-use in respect of a significant subset of a wide general description was established. In Minerva Trade Mark, the court found that while the registered mark “Minerva” had been use for printed stationery, there was no use for printed literary matter. As a result, the court took the view that the broad specification of “printed matter” could be narrowed, leading to the revocation of the trademark registration for all other printed materials except for stationery. The extent to which it was appropriate to “dig” into a specification of trademark registrations was critically examined in Decon Laboratories Limited v Fred Baker Scientific Ltd. The court held that the key consideration is what constitutes a fair specification of goods or services, taking into account the actual use of the trademark by the proprietor and the expectation that such use would continue. The court emphasized that there was no pressing need to confer on the proprietor of a wider protection than warranted by actual use. Instead, a balance must be struck between the interests of the proprietor, other traders and the public considering that the trademark registration reflects the extent to which the mark has genuinely been used. In that case, the court restricted the specification of cleaning products for “general purpose” to “all for non-domestic use” given its actual industrial use. Conclusion This Court of Appeal case highlights the importance of partial revocation in ensuring that trademark registrations align with actual and genuine use, preventing businesses from monopolizing broad categories of goods and services without genuine commercial activity. Therefore, trademark proprietors should exercise caution when applying for broad specifications, ensuring that their trademark registrations accurately reflect actual and intended use. Failure to use a registered trademark may leave proprietors vulnerable to revocation challenges, which could result in the limitation or complete loss of their registered trademark rights. It is noteworthy that in determining the issue of partial revocation, Singapore appears to have adopted a more cautious stance with a focus on preventing consumer confusion and unnecessary disputes. In contrast, the UK has taken a more interventionist approach, actively modifying and rewriting specification of goods and services to ensure that protection is limited to actual use, thereby preventing overly broad claim that could restrict market competition. While the Court of Appeal in the present case leaned toward Singapore’s approach, it remains to be seen how the Malaysian courts will continue to address partial revocation given these differing approaches. This article is authored by our Partner, Mr Ng Kim Poh and Senior Associate, Ms Chong Kah Yee. The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by: NG KIM POH Partner [email protected] CHONG KAH YEE Senior Associate [email protected]

Introduction Have you ever faced a situation where your company funds seemed to vanish unexpectedly, only to discover that the loss was tied to the actions of a former director who was in charge of the operation of the company and has since resigned? You were left in the dark, with no clarity on what has transpired or how the funds were utilised? A client of the firm has encountered such a situation, and we managed to assist them in successfully obtaining the equitable remedy of account from the Malaysian court. Brief background Our client is an Australian company who has decided to set up a company in Malaysia with the aim of expanding its business into the Malaysian market. Our client incorporated a local entity and appointed a local director who would be fully in charge of the operation of the entity. Fast forward 3 years, the local director resigned. After taking over the management of the Malaysian entity, our client discovered that all the company funds had disappeared. These funds were purportedly used for the company operations, yet no supporting documents were available to substantiate the usage of the alleged operational costs and expenses. Faced with confusion and unanswered questions, our client initiated a civil action for an order to compel the former director to account for the funds received by the Malaysian entity and purportedly used for the company operations. Remedy of account The remedy of account is an equitable remedy. The remedy is typically useful in situations where the facts are in the peculiar knowledge of the person who is being complained about. For instance, in our case, the former director of our client was the only one in charge of managing the company bank account. There were no supporting documents, or any proper records kept to trace back the usage of the funds in the company bank account by the former director. Our client had no information or details on the actual usage of the funds as they were exclusively within the knowledge of the former director. In seeking the remedy of account, the complainant must prove: 1. The complainee is an accounting party; and 2. The complainant is entitled to some sum of monies from the complainee. An accounting party To seek a remedy of account, the parties must be in a fiduciary relationship. While the categories of fiduciary relationships are never closed, the accepted traditional category of fiduciary relationship includes employee-employer and director-company. In other words, both employees and directors are considered accounting parties. Entitlement to the sum found due A point to be noted is that the remedy is not for the purpose of discovery. Hence, the complainant must prove to the court that the complainant is entitled to some sum of monies from the complainee. For instance, in our case, our client had to prove that there was mismanagement or misconduct by the former director. Due to the mismanagement and misconduct, the former director was to repay the misused funds in the local entity to our client. The order Ordinarily, a direction that an account to be taken may be included in the judgment given at the trial of the action. Such judgment may include directions as to the mode of taking the account and the future conduct of the action. Thereafter, the court, upon determining the exact amount owed by the complainee (i.e., accounting party), an order for payment will be given. Conclusion The equitable remedy of account serves as a critical tool for addressing situations where financial mismanagement leaves a company without clarity on the usage of its funds. In this case, it enabled our client to uncover the details surrounding the missing funds and hold the former director accountable for the misused funds. This article is authored by our Partner, Mr Cheah Soo Chuan and Senior Associate, Mr Khor Wei Wen. The information in this article is intended only to provide general information and does not constitute any legal opinion or professional advice. Written by:  CHEAH SOO CHUAN Partner [email protected] KHOR WEI WEN Senior Associate [email protected]