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Removal Of Director Resolution for Malaysia

Removal Of Director Resolution Template for Malaysia

A formal corporate resolution document governed by Malaysian law, specifically the Companies Act 2016, that facilitates the legal removal of a director from a company's board. This document outlines the formal decision made either by shareholders in a general meeting or through a written resolution, requiring special notice and adherence to specific procedural requirements under Malaysian corporate law. The resolution must include proper identification of the company and the director being removed, the grounds for removal if specified, and appropriate certification of the resolution's passing.

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Removal Of Director Resolution

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What is a Removal Of Director Resolution?

The Removal of Director Resolution is a crucial corporate governance document used when a company needs to formally remove a director from their position. Under Malaysian law, particularly the Companies Act 2016, this process requires proper documentation through a formal resolution, which can be passed either by shareholders in a general meeting or through a written resolution. The document must comply with specific legal requirements, including providing special notice, allowing the director an opportunity to make representations, and following any additional procedures specified in the company's constitution. This resolution is typically used in situations such as director misconduct, repeated non-performance, conflict of interest, or other circumstances where the removal of a director is deemed necessary for the company's best interests. For listed companies, additional requirements under the Bursa Malaysia Listing Requirements must also be considered.

What sections should be included in a Removal Of Director Resolution?

1. Title and Company Details: Full legal name of the company, company registration number, and statement that this is a resolution for removal of director

2. Date and Type of Resolution: Specification of whether this is a shareholders' resolution in general meeting or written resolution

3. Recitals: Background information including reference to relevant Companies Act sections, notice requirements, and any relevant company constitution provisions

4. Director Details: Full name, identification/passport number, and position of the director to be removed

5. Resolution Statement: The formal resolution statement for removal of the director

6. Effective Date: Clear statement of when the removal takes effect

7. Certification: Certification of the resolution by the appropriate officer (usually company secretary or chairman)

What sections are optional to include in a Removal Of Director Resolution?

1. Quorum Statement: Required when the resolution is passed in a meeting, confirming that the required quorum was present

2. Director's Right to Speak: Statement confirming that the director was given reasonable opportunity to make representations, as required by Section 195(4) of Companies Act 2016

3. Voting Results: Include when the resolution is passed in a meeting, showing the count of votes for and against

4. Additional Requirements: Any special requirements from the company's constitution or listing requirements if applicable

5. Appointment of Replacement Director: If a new director is being appointed immediately to fill the vacancy

What schedules should be included in a Removal Of Director Resolution?

1. Notice of Resolution: Copy of the special notice given for the resolution as required by Companies Act 2016

2. Director's Representations: Any written representations made by the director being removed, if applicable

3. Meeting Minutes: If removal was done in a meeting, extract of relevant meeting minutes

4. Voting Records: For listed companies or when required, detailed voting records and proxy forms

5. Company Constitution Extract: Relevant sections of the company constitution relating to director removal

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions












Clauses












Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Energy

Transportation

Telecommunications

Professional Services

Construction

Education

Agriculture

Mining

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Board of Directors

Corporate Governance

Executive Management

Shareholder Relations

Administrative

Relevant Roles

Board Chairman

Company Director

Company Secretary

Chief Executive Officer

Chief Legal Officer

Corporate Governance Officer

Compliance Manager

Legal Counsel

Board Member

Corporate Secretary

Governance Manager

Shareholder Relations Manager

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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