Board Resolution (Malaysia)
BOARD RESOLUTION
Companies Act 2016 (Act 777)
[Company Name]
SSM Registration No.: [Registration Number]
SUBJECT: [Resolution Subject]
Date: [Resolution Date]
Method: [Resolution Type]
[Meeting Details]
DIRECTORS PRESENT / SIGNING:
[Directors Present]
Chairperson: [Chairperson]
The directors of [Company Name] ("the Company"), being all the directors entitled to vote on the following matters, hereby pass the following resolution pursuant to Section 287 of the Companies Act 2016 (in the case of a circular resolution) or record the resolutions passed at the board meeting held on [Resolution Date]:
RESOLUTION 1
[Resolution Text]
[Additional Resolutions]
CERTIFICATION
I, the undersigned Director / Company Secretary of [Company Name], hereby certify that the above is a true copy of the resolution passed by the Board of Directors of the Company on [Resolution Date] and that the same is in full force and effect and has not been rescinded or varied.
Certified by: ________________________
Name: ________________________
Designation: Director / Company Secretary
Date: ________________________
Company Seal (if applicable): ________________________
Director 1
________________
Signature
Director 2
________________
Signature
What Is a Board Resolution (Malaysia)?
A Board Resolution in Malaysia records a decision formally adopted by the company's directors or members.
A board resolution may be passed at a physical board meeting, a hybrid meeting, or by way of a circular resolution (also called a resolution in writing or written resolution) under Section 287 of the Companies Act 2016. A circular resolution is valid without a meeting if signed by all directors entitled to vote on the resolution, unless the Constitution provides otherwise. This makes circular resolutions the preferred instrument for routine corporate actions in Malaysia, avoiding the need to convene a formal meeting.
The Companies Commission of Malaysia (SSM) does not require board resolutions to be lodged with the registry for most routine corporate decisions. However, board resolutions are required as supporting documents for certain SSM filings — including changes of directors (Form 44), changes of registered office address (Form 44B), and allotment of new shares — and are required by all Malaysian licensed banks when opening corporate bank accounts or adding authorised signatories.
A board resolution must be passed by a majority of directors present and voting at a duly constituted meeting, unless the Constitution or the Companies Act 2016 requires a higher threshold. The quorum for board meetings is set by the Constitution, with the default under Schedule 1 being two directors or, if the company has only one director, that director alone. Minutes of board meetings and resolutions must be maintained in the company's statutory records under Section 319 of the Companies Act 2016 and retained for at least seven years.
For specific matters — including the acquisition or disposal of major assets, related party transactions, and provision of financial assistance — Malaysian listed companies are additionally subject to the Main Market Listing Requirements or ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, which may require shareholder approval in addition to a board resolution.
The legal framework governing the Board Resolution (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Board Resolution (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2016 (Act 777) sets the foundational requirements.
When Do You Need a Board Resolution (Malaysia)?
A Board Resolution is needed in Malaysia for every significant decision the directors make on behalf of the company, as it provides a formal record of authority and protects directors from personal liability.
A Board Resolution is required when opening a corporate bank account with any Malaysian licensed bank (including Maybank, CIMB, Public Bank, RHB, or Hong Leong Bank). Banks regulated by Bank Negara Malaysia require a certified true copy of the board resolution authorising the account opening, specifying the authorised signatories and signing arrangements.
A Board Resolution is needed when the company enters into a significant contract — such as a loan agreement, tenancy agreement, or major supply contract — to confirm that the directors have properly authorised the transaction and that the signatory has the company's authority, protecting counterparties under the indoor management rule applied by Malaysian courts.
A Board Resolution is required when the company allots new shares under Section 75 of the Companies Act 2016, specifying the allottee, number of shares, consideration, and the basis of allotment, and forming the basis for the Return of Allotment lodged with SSM via MyCoID within 14 days.
A Board Resolution is needed when the company appoints or removes a company secretary, appoints or removes auditors between AGMs, or changes the registered office address — all of which require a supporting board resolution for the corresponding SSM filing.
A Board Resolution is required when the company grants a charge or debenture over its assets as security for a loan from a licensed bank or financial institution, with the resolution specifying the lender, facility amount, and the directors authorised to execute the security documents under Section 352 of the Companies Act 2016.
Parties in Malaysia should prepare a Board Resolution (Malaysia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Board Resolution (Malaysia)
A valid Board Resolution for a Malaysia company must contain the following essential elements.
Company Identification: The full registered name of the company, SSM registration number, and date of the resolution. These details confirm that the resolution is an act of the correct legal entity.
Meeting Details or Circular Resolution Confirmation: For a meeting resolution, state the date, time, and place of the board meeting, and confirm quorum was present. For a circular resolution under Section 287 of the Companies Act 2016, state that the resolution is passed as a circular resolution signed by all directors entitled to vote.
Directors Present or Signing: The full names of all directors present at the meeting or signing the circular resolution. At least one director must be ordinarily resident in Malaysia under Section 196 of the Companies Act 2016.
Chairperson: The name of the director chairing the meeting, who has a casting vote under many Constitutions if votes are equal.
Resolution Text: The operative resolution, stated in clear and unambiguous terms beginning with 'RESOLVED THAT' or 'IT IS RESOLVED THAT'. Each separate decision should be a separate numbered resolution.
Authorised Signatories (for bank resolutions): The full names and NRIC numbers of persons authorised to sign on behalf of the company, specifying whether signing is sole, joint, or alternate, and any monetary limits on the authority.
Directors' Signatures: All directors who participated in passing the resolution must sign. For a circular resolution, all directors entitled to vote must sign under Section 287. Minutes must be signed by the chairperson of the meeting or the chairperson of the next meeting under Section 319 of the Companies Act 2016.
Certification: A certified true copy statement signed by a director or the company secretary, which is the form required by banks, SSM, and third parties when the resolution is presented as an authorising document.
Additional compliance elements for a Board Resolution (Malaysia) used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
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"Board Resolution (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/business/corporate/board-resolution-malaysia.
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title = {Board Resolution (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/corporate/board-resolution-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}Also available for these jurisdictions:
Frequently Asked Questions
A circular resolution (also called a resolution in writing or written resolution) is a board resolution that is passed without holding a physical board meeting. Under Section 287 of the Companies Act 2016, a circular resolution is valid if it is signed by all directors entitled to vote on the matter, unless the company's Constitution expressly prohibits circular resolutions. The circular resolution is deemed to be passed when the last required director signs it. Circular resolutions are widely used in Malaysia for routine corporate decisions — such as opening bank accounts, approving financial statements, or authorising contracts — because they are faster and more cost-effective than convening a physical meeting. For listed companies, Bursa Malaysia's Main Market Listing Requirements impose additional procedural requirements for certain board decisions that may necessitate a physical or virtual meeting rather than a circular resolution.
Most board resolutions do not need to be filed with the Companies Commission of Malaysia (SSM). Board resolutions are internal company documents that must be maintained in the company's statutory records for at least seven years under Section 319 of the Companies Act 2016, but they are not lodged with SSM unless they are required as supporting documents for a specific SSM filing. Board resolutions are required as supporting documents when lodging changes of directors (Form 44), changes of auditors, allotment of new shares (Return of Allotment), and changes of registered office address. Special resolutions passed by members — which are distinct from board resolutions — must be lodged with SSM within 30 days under Section 36 or Section 152 of the Act. Banks and third parties commonly request certified copies of board resolutions as evidence of corporate authority.
For a resolution passed at a board meeting, the resolution must be approved by a majority of the directors present at a meeting at which a quorum is present. The quorum for board meetings is specified in the company's Constitution; if the Constitution is silent, the default under Schedule 1 to the Companies Act 2016 is two directors (or one director if the company has only one). For a circular resolution under Section 287 of the Companies Act 2016, all directors entitled to vote on the matter must sign the resolution — a majority signature is not sufficient for a circular resolution. This is a key difference from member resolutions in writing, where a majority (for ordinary) or 75% (for special) of the total voting rights is required. Directors who have a conflict of interest in a particular matter must declare their interest under Section 221 and are generally excluded from voting on that matter.
A board resolution is a decision made by the directors of the company in the exercise of their management powers under Section 211 of the Companies Act 2016. Directors pass board resolutions to authorise day-to-day and significant business decisions that fall within their management authority. A members' resolution, by contrast, is a decision made by the shareholders of the company at a general meeting or by written resolution. Members pass ordinary resolutions (simple majority) for routine matters such as approving audited financial statements or re-electing directors, and special resolutions (75% majority) for fundamental changes such as amending the Constitution, changing the company name, or approving a voluntary winding-up under Section 439 of the Companies Act 2016. Some decisions require both a board resolution and a members' resolution — for example, issuing new shares requires board authority and, in some cases, prior approval by members under the company's Constitution.
Yes. A Malaysia company incorporated after 31 January 2017 may have a single director under Section 196(2) of the Companies Act 2016, provided that director is ordinarily resident in Malaysia. A sole director company is exempt from the AGM requirement under Section 340(6) if the company has only one member. The sole director has full board powers and can pass all board resolutions unilaterally, including circular resolutions that only require the sole director's signature under Section 287. For a sole director company opening a bank account, the board resolution is signed by the sole director alone. However, the sole director still cannot vote on matters where they have a material personal interest under Section 221, and for a company with a sole director who is also the sole shareholder, certain decisions may require additional documentation to maintain the corporate veil separating the individual from the company.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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