Resolution To Add Director Template for Malaysia
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What is a Resolution To Add Director?
A Resolution to Add Director is a crucial corporate document required under Malaysian law when appointing new directors to a company's board. This document is necessary whenever a company wishes to expand its board, replace departing directors, or fulfill statutory requirements for board composition. The resolution must comply with the Companies Act 2016 and the company's constitution, containing specific details about the appointee, the terms of appointment, and any special conditions. It serves as the legal basis for updating the company's records with the Companies Commission of Malaysia (SSM) and forms part of the company's permanent corporate records. The document is particularly important for ensuring proper corporate governance and maintaining transparency in the company's management structure.
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About the Resolution To Add Director
When your Malaysian company needs to appoint a new director, you must create a formal Resolution To Add Director that complies with the Companies Act 2016. This essential corporate document establishes the legal authority for the new director's appointment and ensures your company maintains proper governance standards required under Malaysian law.
When do you need this document?
You need a Resolution To Add Director whenever your company expands its board of directors, replaces a departing director, or fulfills specific statutory requirements. This document is mandatory when bringing in new expertise to guide your company's strategic direction, ensuring succession planning after a director's resignation or retirement, or meeting regulatory requirements for board composition in certain industries. If your company is listed on Bursa Malaysia, you'll need this resolution to comply with additional public company director appointment requirements under the Capital Markets and Services Act 2007.
Key legal considerations
Your resolution must include comprehensive details about the appointee, including their full legal name, identification details, residential address, and nationality. The document should specify the terms of appointment, any special conditions or responsibilities, and confirmation that the appointee meets all director qualification requirements under Section 198 of the Companies Act 2016. You must ensure the appointee is not disqualified from serving as a director and has consented to the appointment in writing. The resolution should also address any remuneration arrangements and clarify the effective date of the appointment. Consider including provisions for the new director's access to company information and their integration into existing board committees.
Legal requirements in Malaysia
Under the Companies Act 2016, your company must follow specific procedures when appointing directors through board or shareholder resolutions. The resolution must be properly minuted and signed by authorized persons, typically the chairperson and company secretary. You're required to notify the Companies Commission of Malaysia (SSM) of the director appointment within 14 days using Form 24, along with the required fees and supporting documents. The new director must also complete director identification verification procedures and may need to undergo anti-money laundering due diligence checks under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001. Ensure your company's constitution permits the appointment method being used and that proper quorum requirements are met during the resolution process.
GOVERNING LAW
Applicable law
This Resolution To Add Director is drafted to comply with Malaysia law. Key legislation includes:
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001: Relevant for conducting proper due diligence on new directors and ensuring compliance with anti-money laundering requirements
Capital Markets and Services Act 2007: Applicable if the company is listed on Bursa Malaysia, providing additional requirements for director appointments in public listed companies
Malaysian Code on Corporate Governance: While not legislation per se, this code provides important guidelines on director appointments, particularly for public companies, including independence requirements and board composition
Companies (Amendment) Act 2019: Contains updates to the Companies Act 2016 that may affect director appointments and related procedures
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