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Board of Directors

The Companies Act 2016 provides that the business and affairs of a Company must be managed by or under the direction of the Board of Directors (“BoD”). This power is, however, subject to any modifications, exception or limitation contained in the Companies Act 2016 or in the Constitution (“Constitution”).

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Division of Duties: The BoD acts collectively, and each BoD member has duties imposed on them by virtue of the Companies Act 2016 or as imposed or derived from Common Law. Other sources of duties of the BoD members may be found in the individual contract of appointment of the BoD members and the Constitution (as applicable).

Composition: Companies in Malaysia have a one-tier board system with a BoD being comprised by both Executives and non-Executives. The BoD appoints a Chairman (usually the most senior BoD member) who chairs the BoD Meetings and signs the Minutes of the BoD Meetings. One of the BoD members shall be appointed as the Managing Director (“MD”) who manages and runs the business of the Company on a full-time basis. The Companies Act 2016 requires every Company to have minimum 1 BoD member for Private Limited Liability Companies (“Private LLCs”) or 2 in cases of Public Companies. Only natural persons of legal age may be appointed as BoD members.

Appointment/Dismissal Competence: When a Company is formed, at least one director for private companies and two directors for public companies will be named in the application for incorporation of a company. Once a Company is in operation, appointment of new BoD members will normally be by the BoD itself (this applies to 99% of all appointments). In very few circumstances, a BoD member may be appointed by General Meeting (“GM”), usually if there is a power struggle in relation to the control of the BoD. Dismissal of BoD members is done by the Members (i.e. Shareholders whose names have been entered into the Register of Members) only. Dismissal is generally done by way of an ordinary resolution at the General Meeting (“GM”), however, in Private LLCs, the Constitution may stipulate a different procedure. The BoD may suspend a BoD member but as a general rule, the BoD has no actual dismissal power. However, dismissal by other BoD members may be possible in Private LLCs if the Constitution allows so. For Public Companies, the Companies Act 2016 provides for the retirement by rotation of BoD Members. Every retiring BoD member needs to be reappointed by the Members in the annual GM for such BoD member to remain a BoD member.

Alternates: Alternate BoD members may be appointed with the consent of the BoD. 

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Malaysia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Azmi & Associates before actually changing any board members in Malaysia.

Appointment (if the competence vests with the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

BoD Meeting.

BoD Resolution (if physical BoD Meeting was held) or circular resolution.

Yes, to be signed by all BoD members.

No specific deadline applies.

Yes.

No.

No, however, no physical meeting is necessary, if a circular resolution is adopted.

Generally, the appointment of a BoD member is made pursuant to the provisions of the Constitution.

No convocation of the BoD Meeting is needed.
2

Declaration by the BoD Member.

Statutory declaration.

Yes, to be signed by the person to be appointed BoD member.

Any time prior to the appointment (for the appointment to become effective).

Yes.

No.

No.
3

Filing with the Companies Commission Malaysia.

(i) Certified copy of the BoD Resolution or circular resolution;

(ii) Statutory Declaration;

(iii) Notification form (for  change in the Register of Directors, Managers and Secretaries);

(iv) Copy of identity card/ passport.

Yes, notification form must be signed by the Company Secretary.

Within 14 days from the date of appointment.

Yes.

Yes, copy of the BoD Resolution or circular resolution must be certified by the Company Secretary.

No.

In addition, for Public Listed Companies, the appointment must be immediately announced to Bursa Securities.
1
Step 1
0 days
2
Step 2
No specific requirements
3
Step 3
0-14 days

0-1 month
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Appointment (if the competence vests with the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Company Secretary.

At least 14 days prior to the GM for Private LLCs or 21 days (annual GM) or 14 days prior to the GM for Public Companies (or such longer period as stipulated in the Constitution).

Yes.

No.

No, however, For Public Companies, the notice may be given with a shorter notice if agreed by all Members (annual GM) or the majority of the Members.

Convening notice to be served to every Member entitled to attend and vote at the GM.
2

GM.

Minutes of the GM (Resolution).

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice.

Yes, to be inserted in the Company’s Minute-Book.

No.

No, however, resolution in writing or circular resolution which is signed by all Members may be made (typically only for non-Listed Companies).
3

Declaration by the BoD member.

Statutory declaration (Form 48A).

Yes, to be signed by the person to be appointed as BoD member.

Any time prior to the appointment (for the appointment to become effective).

Yes.

No.

No.
4

Filing with the Companies Commission Malaysia.

(i) Certified copy of the GM Resolution;

(ii)  Statutory declaration;

(iii) Notification form (for change in the Register of Directors, Managers and Secretaries);

(iv) Copy of identity card/ passport.

Yes, Notification form must be signed by the Company Secretary.

Within 14 days from the date of appointment.

Yes.

Yes, copy of the GM Resolution must be certified by the Company Secretary.

No.

In addition, for Public Listed Companies, the appointment must be immediately announced to Bursa Securities.
1
Step 1
>14 (or 21) days
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
0-14 days

14 (or 21) days - 28 (or 35) days
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Calling of GM.

Special notice.

Yes, to be signed by the Members calling the GM.

At least 28 days prior to the GM. 

Yes.

No.

No, not even if all Members concur.

Any Members representing at least 10% of the paid up capital (or if the Company has no Share Capital, by at least 5% of the total voting rights of all Members of the Company)), may demand a GM to be convened by sending a special notice to the Company.

The Company shall forward the special notice to the BoD member concerned who has the right to be heard at the GM.

Please note that the dismissal process in Private LLCs is usually defined in the Constitution. Accordingly, this process only applies if adopted accordingly in the Constitution.
2

Convening of GM.

Convening notice.

Yes, to be signed by the Company Secretary.

At least 14 days for Private LLCs or 21 days (annual GM) or 14 days prior to the GM for  Public Companies (or such longer period as stipulated in the Constitution).

Yes.

No.

No, however, For Public Companies, the notice may be given with a shorter notice if agreed by all Members (annual GM) or the majority of the Members.

Convening notice to be served to every Member entitled to attend and vote at the GM.
3

GM.

Minutes of the GM (Resolution).

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice.

Yes, to be inserted in the Company’s Minute-Book.

No.

No, however, resolution in writing or circular resolution which is signed by all Members may be made (only for Private LLCs).
4

Filing with the Companies Commission Malaysia.

(i) Special notice;

(ii) Certified copy of GM Resolution;

(iii) Notification form (for change in the Register of Directors, Managers and Secretaries).

Yes, notification form must be signed by the Company Secretary.

Within 14 days from the date of dismissal.

Yes.

Yes, copy of the GM Resolution must be certified by the Company Secretary.

No.

In addition, for Public Listed Companies, the dismissal must be immediately announced to Bursa Securities.
1
Step 1
>28 days
2
Step 2
>14 (or 21) days
3
Step 3
0 days
4
Step 4
0-14 days

42 (or 49) days - 56 (or 63) days
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Azmi & Associates Mayne Wetherell has provided all input about changing board members in Malaysia [...] 

Azmi & Associates is a full-service Malaysian law firm, based in Kuala Lumpur with more than 70 lawyers with contemporary technology system to better equip the Firm in providing legal services to clients worldwide. The Firm manages various legal assignments including mergers and acquisitions, capital debt market, banking transactions (both Islamic and conventional), intellectual property, civil litigation and alternative dispute resolution. The Firm’s global network includes TerraLex and First Law International.

For more information about Azmi & Associates and changing board members in Malaysia, please use the below contacts:

TEL: +603 2118 5000
EMAIL: general@azmilaw.com
WEB: www.azmilaw.com