Malaysia Company Law lecture slides for students. With Bahasa and Chinese translation for critical terms.

1. You can cite this information as follows :
 In-text citation : Ng and Chang (2021)
 Reference list : Ng, M.Y. and Chang, C.F. (2021) “Corporate Law of Malaysia : Statutory Meetings in Malaysia Companies” Social
Science Research Network, at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830189
Note : These slides may provide extra information or illustration that are not found in the full article. This is to facilitate students’ learning.
Undang-undang syarikat  公司法
Corporate Law of Malaysia :
11. Meetings
• Quick reference for Undergraduate Students
• With translation of key terms in “Bahasa” and “中文”

2. Topics in this Series (search SlideShare using this title) URL to the full Article
1 Boleh Law Introduction to Malaysian Company Law & Companies https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3779693
2 Boleh Law Incorporation of Companies https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797479
3 Boleh Law Corporate Constitution https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797482
4 Boleh Law Share Capital & Capital Maintenance https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797487
5 Boleh Law Rights of Shareholders & Members https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797485
6 Boleh Law Loan Capital https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797494
7 Boleh Law Directors & Officers https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3806994
8 Boleh Law Accounting and Auditing of Corporate Accounts https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830195
9 Boleh Law Anti-money laundering and anti-terrorist funding https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830185
10 Boleh Law Taxation https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830197
11 Boleh Law Meetings https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830189
12 Boleh Law Rescuing a Company https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830190
13 Boleh Law Winding-up a Company https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830192

3. Introduction
• members do not involve in the management of a company
• day-to-day management ran by the director or the Board
• Members meet once a year to evaluate performance of the company, question the Board,
approve major appointments and to express their opinion.
• Meeting can be physical and/or online
Types of Meetings
1) Annual General Meeting
2) Extraordinary General Meeting
3) Class meeting
4) Board meeting
5) Creditors meeting

4. (1) Annual General Meeting (“AGM”)
• Meeting held once a year
• AGM not compulsory for private companies
• Compulsory for public companies – Sec.340 of CA 2016
 first AGM – within 18 months from the date of incorporation
 Subsequent AGM – within 15 months from the previous AGM and within 6 months of
the company’s financial year end (see illustrated example in the next slide)
Matters discussed in the AGM :
1) The audited accounts
2) Directors report
3) Auditors report
4) Appointment of directors and auditors
5) Fixing the fees of directors and auditors
6) Any other business

5. PQR Bhd is incorporated in 1st August Y1.
AGM
• It does not need to hold an AGM in Y1. It will not have any AGM in Y2 too because it can take advantage
of the 18 months break.
• Its first AGM must be held on or before 1st February Y3.
• The second AGM should be held on or before 1.5.Y4.
Financial Year
• PQR first financial year is from 1.8.Y1 to 31.7.Y2
• It must table its first audited account to the general meeting on or before 1.3.Y3.
• The 2nd financial year ends on 31.7.Y3 and it has up to 1.2.Y4 to table its account.
• Coinciding the financial year and the AGM, the 2nd AGM should be held latest by 1.2.Y4
Example : AGM date of PQR Bhd

6. (2) Extraordinary General Meeting (EGM)
• convened to discuss urgent matters
• Members holding at least 10% of the issued shares (public and limited by shares
company) may ask for an EGM to be convened.
• Meeting must be held within 28 days from the date of the notice.
• If the Board failed or refuse to hold the meeting, requisitionist holding at least 50% of the
voting rights may convene the meeting themselves
** Please read the full article for more information and explanation

7. (3) Class meeting
• matters that affect one specific class of shareholders will be dealt with in a Class Meeting,
attended only by shareholders of that class.
• matters that affect more than one class of shares must be dealt with in a general meeting
(EGM)
• Class meeting is convened in the same manner as the EGM.
** Please read the full article for more information and explanation

8. (4) Creditors Meeting
• discuss matters concerning the right and welfare of the company’s creditors
• Example : proposal to restructure the debt repayment (penstrukturan semula hutang ; 債
務重組)
• The company, its members or any creditor may request to the Court for an order to
convene a creditors meeting.
• Resolution approved by 75% of the creditors present and voted at the meeting shall be
binding on everyone

9. The Process of Meetings

10. Notice
• to inform the members of the proposals that is going to be discussed in the coming meeting
• Persons entitle to receive notice – Sec.321, CA 2016
• Notice period – depends on the type of resolution to be passed – Sec.292, Sec.316, Sec.322
• Information contained in the Notice – Sec.317, CA 2016 :
(1) Meeting venue
(2) Date and time
(3) General information of the motion(s) proposed (the Agenda)
(4) A draft of the resolution (optional)
(5) Any other information that the Board wish to include (optional)

11. Venue
• General meeting may be held in several venues using any technology or method, as long as
members’ right to speak and vote is not compromised – Sec.327 of CA 2016
Proxy
• a representative who will vote and speak on behalf of a ,ember – Sec.334(1), CA 2016
• Corporate representative can represent a corporate shareholder
• Member may appoint more than 1 proxy
• The proxy nomination must reach the company within 24 hours (for voting by poll) or 48
hours (for voting by hand) before the meeting date.
• Proxy’s right in the meeting – Sec.334(1) & Sec.337, CA 2016

12. Chairman
• Role :
1) to ensure proper convening of the meeting
2) abide to the agenda
3) preserves members’ right
4) ensure the integrity of the voting process
• Chairman has casting vote in Board Meetings to solve an equal vote deadlock – Article 9
of the 3rd Schedule
• Chairman no casting vote in general meetings
Quorum
• minimum number of attendees that must be present to commence a meeting
• By default, 2 members – Sec.328, CA 2016
• No business shall be transacted if a quorum is not achieved.

13. Voting
• By show-of-hands or by poll.
• Persons may demand for a poll – Sec.330, CA 2016 :
1) The Chairman
2) 3 members
3) A member holding more than 10% of the total
voting rights
4) A member who has paid a sum representing 10% of
the total paid up shares of that class
• Shareholding director may vote as member

14. Resolutions
• Resolution is a decision passed in the meeting
• Types of resolution :
a) Board resolution
b) Ordinary resolution
c) Special resolution
d) Special notice resolutions
e) Circular or Written resolution
Minutes
• not a dictation of “who said what”.
• It is the written record of the business discussed and approved meeting
• signed by the Chairman
• entered into the Minutes Register
** Please read the full article for more information and explanation

15. The End
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