Shareholder Written Resolution Template for Malaysia
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What is a Shareholder Written Resolution?
The Shareholder Written Resolution is a crucial document used in Malaysian corporate governance when companies need to obtain shareholder approval without convening a physical meeting. This mechanism, provided under the Companies Act 2016, is particularly useful for private companies seeking efficient decision-making processes. The document can be used for various corporate actions such as changes to company constitution, appointment or removal of directors, approval of financial statements, or major business decisions. It must be circulated to all eligible shareholders and becomes effective when the required majority of shareholders have signed it. The resolution must comply with Malaysian legal requirements, including proper formatting, clear statement of the proposed resolution(s), and appropriate signature blocks for shareholder approval.
About the Shareholder Written Resolution
When your Malaysian company needs shareholder approval for important decisions, a Shareholder Written Resolution provides an efficient alternative to convening a formal meeting. This legal document, recognised under the Companies Act 2016, allows you to obtain necessary shareholder consent through written correspondence rather than physical gatherings, making it particularly valuable for time-sensitive business decisions.
When do you need this document?
You'll require a Shareholder Written Resolution when your company needs shareholder approval for significant corporate actions. This includes appointing or removing directors, amending the company's constitution, approving major transactions or acquisitions, authorising share capital changes, or ratifying financial statements. Private companies frequently use this mechanism for routine governance matters, while it's also essential when making strategic decisions that require shareholder consent under Malaysian law. The document becomes particularly useful when shareholders are geographically dispersed or when urgent decisions cannot wait for the next scheduled meeting.
Key legal considerations
Several critical legal elements must be carefully addressed in your written resolution. The document must clearly identify the company and reference Section 290 of the Companies Act 2016 to establish its legal basis. Each resolution must be stated in precise, unambiguous language to avoid future disputes or misinterpretation. You must ensure proper circulation to all eligible shareholders, including those with voting restrictions, and maintain accurate records of responses and voting percentages. The resolution requires signatures from shareholders representing the required majority - typically ordinary resolution (more than 50%) or special resolution (at least 75%) depending on the matter. Additionally, you must consider any specific provisions in your company's constitution that may impose additional requirements or restrictions on written resolutions.
Legal requirements in Malaysia
Under Malaysian law, written resolutions must comply with strict procedural requirements outlined in the Companies Act 2016 and Companies Regulations 2017. Section 290 specifically permits private companies to use written resolutions, but they must be circulated simultaneously to all shareholders entitled to vote on the matter. The resolution must include the company's full legal name, registration number, and registered address, along with a clear statement of the proposed action. You must provide adequate information for shareholders to make informed decisions and specify the deadline for responses. Once signed by the required majority, the resolution takes effect immediately unless a different date is specified. The company secretary must maintain proper records of the resolution and file any necessary documents with the Companies Commission of Malaysia (SSM) where required. For public companies or matters involving securities, additional requirements under the Capital Markets and Services Act 2007 may apply.
GOVERNING LAW
Applicable law
This Shareholder Written Resolution is drafted to comply with Malaysia law. Key legislation includes:
Companies Regulations 2017: Subordinate legislation providing detailed requirements for company administration, including the format and procedures for written resolutions.
Capital Markets and Services Act 2007: Relevant if the company is public listed or involves securities, governing shareholder rights and corporate actions in listed companies.
Malaysian Code on Corporate Governance: While not legislation per se, this code provides important guidelines on corporate governance practices, including shareholder rights and engagement.
Constitution of the Company: While not legislation, the company's constitution must be consulted as it may contain specific requirements for written resolutions.
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