A Board Resolution Change Of Directors is a crucial corporate governance document required under Malaysian law whenever there are changes to a company's board composition. This document is essential for compliance with the Companies Act 2016 and must be prepared when directors resign, are appointed, or are removed from their positions. The resolution serves multiple purposes: it formally records the board's decision, provides necessary evidence for regulatory filings with the Companies Commission of Malaysia (SSM), updates bank mandates and other corporate authorizations, and maintains a clear chain of corporate governance. The document must include specific details about the incoming and outgoing directors, declarations of compliance with legal requirements, and appropriate authentication by authorized officers.
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1. Title and Company Details: Full legal name of the company, company registration number, and registered address
2. Date and Venue: Date, time, and location of the board meeting
3. Attendance and Quorum: List of directors present and confirmation of meeting quorum as per company constitution
4. Chairperson: Identification of the meeting's chairperson
5. Declarations of Interest: Any declarations of interest by directors regarding the proposed changes
6. Resignation Resolution: Resolution accepting the resignation of outgoing director(s), effective date
7. Appointment Resolution: Resolution appointing new director(s), effective date, and confirmation of their consent
8. Regulatory Compliance: Confirmation of compliance with Companies Act 2016 requirements and director qualifications
9. Authentication: Signature section for chairperson or company secretary to certify the resolution
1. Appreciation Note: Optional section expressing appreciation for outgoing director's service - used when director is leaving on good terms
2. Regulatory Notifications: Specific section about required notifications to authorities - used for listed companies or regulated industries
3. Bank Mandate Changes: Section addressing changes to bank signatory authorities - used when outgoing/incoming directors have banking signing powers
4. Share Transfer Matters: Required when the director change involves transfer of shares or shareholding changes
5. Committee Appointments: Used when new director is also being appointed to board committees
1. Schedule 1: Director Details: Detailed information about incoming/outgoing directors including ID/passport numbers, residential addresses, and other required personal information
2. Schedule 2: Form Section 58: Companies Commission of Malaysia (SSM) form for notification of change of directors
3. Schedule 3: Director's Consent: Written consent from new director(s) to act as director
4. Schedule 4: Director's Declaration: Declaration by new director(s) confirming eligibility and compliance with Companies Act 2016
5. Appendix A: Resignation Letter: Copy of resignation letter(s) from outgoing director(s)
Relevant legal definitions
Clauses
Relevant Industries
Banking & Finance
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Telecommunications
Transportation & Logistics
Professional Services
Education
Construction
Agriculture
Mining
Hospitality
Entertainment
Insurance
Automotive
Aerospace
Food & Beverage
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Administration
Regulatory Affairs
Corporate Affairs
Executive Office
Administration
Relevant Roles
Company Secretary
Corporate Secretary
Legal Counsel
General Counsel
Compliance Officer
Chief Executive Officer
Managing Director
Board Chairman
Director
Corporate Governance Officer
Legal Manager
Company Director
Chief Legal Officer
Corporate Affairs Manager
Regulatory Compliance Manager
Board Relations Manager
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