Are you looking to appoint or change directors within your Malaysian company? Understanding the process is crucial for smooth transitions and legal compliance. Here’s a simplified guide:
Appointment of a Director
To appoint a new director, follow these steps:
- Notify the company secretary.
- The board of directors approves the appointment by signing a board resolution.
- The company secretary prepares forms and submits them to the Companies Commission of Malaysia (SSM) with the required information.
Change of a Director
   A. Resignation:
- A director resigns by submitting a written notice to the board.
- The board informs the company secretary to prepare a board resolution.
- If approved, the company secretary submits the necessary documents to the SSM.
   B. Removal:
- Directors can be removed before their term expires.
- Private companies can remove directors by ordinary resolution.
- Special notice is required for removal resolutions.
- Directors have the right to be heard before removal under section 207 of the Companies Act, 2016.
Reasons for Rejection of Resignation:
- The resigning director is a contract employee.
- The director is a party to a shareholder’s agreement.
- The director is involved in a serious breach of trust case.
Regulations for Removal:
- Removal requires ordinary resolution.
- Directors appointed to represent specific shareholder interests cannot be removed until a successor is appointed.
- The appointed director’s retirement date is determined based on the removed director’s tenure.
Understanding these procedures ensures compliance and smooth transitions within your company’s directorship. By following these guidelines, you can navigate director appointments and changes effectively.
Feel free to utilize this simplified guide to manage director appointments and changes within your Malaysian company responsibly and legally.