Ordinary vs Special Resolutions in Malaysia Companies
| 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. |

