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Corporate Service - Malaysia

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Ordinary vs Special Resolutions in Malaysia Companies

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Q: What is an Ordinary Resolution?
A: An ordinary resolution is considered passed when over 50% of the shareholders entitled to vote, whether attending the meeting personally or through a proxy, vote in favour of the proposal.

Q: What is Special Resolution?
A: A special resolution is passed when at least 75% of the eligible members, present at the meeting either in person or by proxy, vote in favour of the proposal.

Q: How long is the notice period for passing ordinary and special resolutions in a Malaysia private company?
A: A Malaysia private company is required to give its members at least 14 days’ notice for passing an ordinary resolution. A special resolution, however, must be clearly identified as such in the notice, and members must be given no less than 21 days’ notice.

Q: Can both types of resolutions be passed via written resolution?
A: Yes, in a Malaysia private company, both ordinary and special resolutions can be passed by written resolution instead of holding a physical meeting, provided the required voting threshold is met.

Q: Can a Malaysia public company pass ordinary and special resolutions by way of written resolution?
A: No. Under the Companies Act 2016, written resolutions are only permitted for Malaysia private company. A Malaysia public company must pass both ordinary and special resolutions at a duly convened general meeting.

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