Company Meetings under Companies Act 2016

30 vocabulary flashcards covering key terms and statutory provisions on company meetings under Malaysia’s Companies Act 2016.

Notice of Meeting

Formal written communication that a meeting will occur; must be sent to every member, director, and auditor (s 321(1)).

Accidental Omission of Notice (s 316(6))

A meeting remains valid even if notice was accidentally not sent to a person entitled to it.

Contents of Notice

Must state venue, date, time, agenda, nature of business, text of any special resolution, proxy procedures, and describe AGM or statutory meeting status.

Notice to Members

Sent to persons whose names appear in the register of members; omission renders meeting void if intentional (Musselwhite v Musselwhite).

Notice to Auditors

Auditors are entitled to receive notice of all company meetings, including member-convened and court-ordered meetings (s 321(1)).

Notice to Directors

All directors must be served with notice of members’ meetings (s 321(1)).

Modes of Serving Notice (s 319)

May be delivered in hard copy (personal delivery or post) or electronic form (email or website publication).

Venue of Meeting (s 327)

Can be held anywhere within Malaysia and may use technology (teleconference, video) enabling all participants to participate and vote.

Quorum (s 328)

Minimum of two members or proxies, unless the company has only one member.

Chairperson of Meeting (s 329)

Usually the board chair; if absent or unwilling after 15 minutes, members present elect one of themselves to preside.

Voting by Show of Hands

Default method; each person present has one vote, and the chair declares the result unless a poll is demanded (s 330).

Voting by Poll

Votes counted according to shares or voting rights represented; taken if demanded under s 330 and governed by s 291(2).

Right to Demand a Poll

May be demanded by the chair, at least three members/proxies, members with ≥10% voting power, or members with ≥10% paid-up shares present (s 330(1)).

Proxy (s 334)

A person appointed by a member to attend, speak, and vote on the member’s behalf at a meeting.

Multiple Proxies

A member may appoint unlimited proxies, specifying the share proportions each represents (s 294(2) & s 334(2)).

Instrument of Proxy (s 334(3))

Written and signed document by which a member appoints a proxy.

Resolution (general)

A formal decision passed at a meeting in accordance with notice and conduct provisions (s 309).

Ordinary Resolution

Passed by a simple majority (>50%) of votes; 14-day notice unless constitution states otherwise (s 290 & 291).

Special Resolution

Requires at least 75% of votes in favour; 21-day notice; used for constitution amendments, capital reduction, winding-up, etc. (s 292).

Ordinary Resolution with Special Notice

Ordinary resolution that needs 28-day special notice, e.g., removal of auditor (s 277) or public-company director (s 206) (s 322).

Written Resolution (private companies)

Resolution passed without a meeting by circulating and signing a written document among members (s 297 & s 306); not available for removal of director or auditor.