Directors' Resolution in Writing (Malaysia)
DIRECTORS' RESOLUTION IN WRITING
Passed pursuant to Section 287(1) of the Companies Act 2016 (Act 777)
[Company Name]
SSM Registration No.: [Registration Number]
Subject: [Resolution Subject]
Date: [Resolution Date]
We, the undersigned, being all the directors of [Company Name] ("the Company") who are entitled to vote on the following matters, hereby pass the following resolutions as Directors' Resolutions in Writing pursuant to Section 287(1) of the Companies Act 2016, without the necessity of a formal board meeting. These resolutions shall be as valid and effective as if they had been passed at a duly convened and held meeting of the Board of Directors of the Company.
Directors entitled to vote on this resolution:
[Directors Entitled to Vote]
Exclusions for conflict of interest (Section 221): [Conflicted Directors]
RESOLUTIONS:
[Resolution 1]
[Resolution 2]
[Resolution 3]
SIGNED by all directors entitled to vote:
Director 1:
Signature: ________________________ Date: ________________________
Name: ________________________
NRIC / Passport No.: ________________________
Director 2:
Signature: ________________________ Date: ________________________
Name: ________________________
NRIC / Passport No.: ________________________
Director 3 (if applicable):
Signature: ________________________ Date: ________________________
Name: ________________________
CERTIFICATION
I hereby certify that the above is a true copy of the Directors' Resolution in Writing passed by the Board of Directors of [Company Name] and that the same is in full force and effect.
Certified by: ________________________
Designation: Director / Company Secretary
Date: ________________________
Director 1
________________
Signature
Director 2
________________
Signature
What Is a Directors' Resolution in Writing (Malaysia)?
A Directors' Resolution in Writing in Malaysia records a decision formally adopted by the company's directors or members.
The Directors' Resolution in Writing is the most commonly used mechanism for passing routine board decisions in Malaysia because it eliminates the logistical requirements of scheduling a meeting, securing quorum, and minuting the proceedings. Once signed by the last required director, the resolution is deemed passed at the date of that director's signature under Section 287(2).
The Companies Commission of Malaysia (SSM) accepts Directors' Resolutions in Writing as valid board authority for lodgement purposes, including resolutions authorising changes of directors (Form 44), changes of registered office (Form 44B), and allotment of shares. Malaysian licensed banks regulated by Bank Negara Malaysia also accept certified copies of Directors' Resolutions in Writing as authority for opening bank accounts, adding signatories, and approving credit facilities, provided the resolution is certified as a true copy by a director or the company secretary.
A Directors' Resolution in Writing under Section 287 requires the signature of all directors entitled to vote — this is more stringent than the majority rule at a physical board meeting. A director who has a declared conflict of interest under Section 221 of the Companies Act 2016 is excluded from voting on the conflicted matter and does not need to sign that particular resolution. Under the Companies Act 2016, a company's Constitution may provide that circular resolutions are not permitted, in which case all board decisions must be made at a properly convened meeting.
The resolution must be retained in the company's statutory records for a minimum of seven years under Section 319 of the Companies Act 2016, alongside the minutes of board meetings. The resolution should be dated, titled, and clearly state the company's name and registration number to form an unambiguous part of the corporate record.
The legal framework governing the Directors' Resolution in Writing (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 Directors' Resolution in Writing (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 Directors' Resolution in Writing (Malaysia)?
A Directors' Resolution in Writing is needed in Malaysia for every significant board decision that requires formal documentation but does not need a physical meeting.
A Directors' Resolution in Writing is required when opening a corporate bank account with a Malaysian licensed bank. All banks regulated by Bank Negara Malaysia require a board resolution identifying the account type, the authorised signatories, and the signing mandate (sole, joint, or alternate signatories with or without monetary limits).
A Directors' Resolution in Writing is needed when the company approves a loan facility, overdraft, or trade financing arrangement with a bank or licensed money lender, authorising specified directors to execute the facility agreement, debenture, or deed of assignment on behalf of the company.
A Directors' Resolution in Writing is required when the board approves the allotment of new ordinary or preference shares under Section 75 of the Companies Act 2016, specifying the allottee, number of shares, consideration, and the date of allotment — which forms the basis for the Return of Allotment (Form 24A) to be lodged with SSM within 14 days.
A Directors' Resolution in Writing is needed when the company renews or cancels a professional service provider contract — such as an audit engagement letter, legal retainer, or technology services agreement — and directors need to formally record their approval to create a clear paper trail for corporate governance purposes.
A Directors' Resolution in Writing is required when the company authorises its directors or officers to sign and submit the company's annual tax return under the Income Tax Act 1967 (ITA) to the Inland Revenue Board of Malaysia (LHDN), or to grant a power of attorney to a tax agent to act on the company's behalf before the LHDN.
What to Include in Your Directors' Resolution in Writing (Malaysia)
A valid Directors' Resolution in Writing for a Malaysia company must contain the following essential elements.
Company Details: Full registered name of the company, SSM registration number, and date of the resolution. Clear identification of the company is necessary for the resolution to serve as valid authority in dealings with banks, SSM, and counterparties.
Title: The document must be clearly headed 'DIRECTORS' RESOLUTION IN WRITING' or 'CIRCULAR RESOLUTION OF THE BOARD OF DIRECTORS' to distinguish it from a minutes of meeting and from a members' resolution.
Section 287 Reference: An opening recital stating that the resolution is passed pursuant to Section 287(1) of the Companies Act 2016, confirming the legal basis for passing the resolution without a meeting.
List of Directors: The names of all directors of the company entitled to vote on the resolution, confirming that the required universe of signatories is identified and that all are being asked to sign.
Conflict of Interest Exclusion: If any director is excluded from voting due to a declared material personal interest under Section 221 of the Companies Act 2016, the resolution should identify that director and state the basis for exclusion.
Operative Resolutions: The substantive decisions, each stated clearly beginning with 'RESOLVED THAT' or 'IT IS HEREBY RESOLVED THAT'. Each separate decision should be a separately numbered resolution. The resolutions must be precise and unambiguous, particularly for bank mandates and financial authorities.
Signature Blocks: Individual signature blocks for each director entitled to vote, with name, NRIC/passport number, designation (Executive Director, Non-Executive Director, Managing Director), and date of signing. The resolution is passed when the last required director signs.
Certification Statement: A statement at the foot of the resolution certifying that the resolution is a true copy of the original, signed by the company secretary or a director, for use when the resolution is submitted to banks, SSM, or third parties as evidence of corporate authority.
Additional compliance elements for a Directors' Resolution in Writing (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.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Directors' Resolution in Writing (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/corporate/directors-resolution-in-writing-malaysia
"Directors' Resolution in Writing (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/business/corporate/directors-resolution-in-writing-malaysia.
@misc{formslegal-directors-resolution-in-writing-malaysia,
author = {{Forms Legal}},
title = {Directors' Resolution in Writing (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/corporate/directors-resolution-in-writing-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}Frequently Asked Questions
Yes. Under Section 287(1) of the Companies Act 2016, a Directors' Resolution in Writing must be signed by all directors entitled to vote on the resolution for it to be valid. This is the critical distinction between a circular resolution and a resolution passed at a board meeting — at a meeting, a simple majority of directors present and voting is sufficient (provided quorum is met), whereas a circular resolution requires unanimous consent of all directors entitled to vote. A director who has declared a material personal interest in the subject matter of the resolution under Section 221 is excluded from voting and therefore does not need to sign that particular circular resolution. If one director refuses to sign a circular resolution, the matter must be referred to a board meeting where it can be decided by majority vote. If the company's Constitution expressly prohibits circular resolutions, all board decisions must be made at properly convened meetings.
No, a Directors' Resolution in Writing and minutes of a board meeting are distinct documents under the Companies Act 2016. Minutes of a board meeting are the formal record of business transacted at a physical or virtual meeting, prepared by the company secretary and confirmed and signed by the chairperson under Section 319 of the Act. Minutes record the attendance, quorum, business discussed, and resolutions passed at the meeting. A Directors' Resolution in Writing, by contrast, is passed without a meeting under Section 287 and does not have a chairperson or meeting attendance. Both types of records must be maintained in the company's minute book and retained for at least seven years under Section 319(5). From an evidentiary standpoint, both are equally valid records of board decisions and may be produced in legal proceedings or regulatory inquiries as proof of corporate authority.
Yes, and this is one of the most common uses of a Directors' Resolution in Writing in Malaysia. All major Malaysian banks — including Maybank, CIMB Bank, Public Bank, RHB Bank, and Hong Leong Bank — require a certified true copy of a Board Resolution or Directors' Resolution in Writing as a mandatory document for corporate account opening under Bank Negara Malaysia's Anti-Money Laundering and Anti-Terrorism Financing policies. The resolution must specify: (a) the company name and registration number; (b) the bank and branch where the account is to be opened; (c) the type of account (current, savings, fixed deposit); (d) the full names and NRIC numbers of all authorised signatories; (e) the signing arrangement (sole signatory, any two, or specified combinations); and (f) any monetary limits on different signing arrangements. Some banks have their own prescribed resolution format and may require the resolution to be on the company's letterhead.
Under Section 319(5) of the Companies Act 2016, a company must keep all resolutions of directors (including Directors' Resolutions in Writing) and the minutes of directors' meetings for at least seven years from the date the resolution was passed or the meeting was held. The statutory records including resolutions must be kept at the company's registered office or at such other place as the board determines, provided SSM is notified of the location under Section 318. Members and directors have the right to inspect the company's minute books free of charge at the registered office. The company is required to provide copies of minutes or resolutions to any member upon request within seven days, subject to payment of a fee not exceeding that prescribed by the Companies (Forms, Fees and Charges) Rules. Failure to maintain statutory records is an offence under Section 319(7) of the Companies Act 2016.
No. A Directors' Resolution in Writing cannot remove a director from office because the removal of a director under Section 206(2) of the Companies Act 2016 requires a resolution of the members (shareholders) rather than the board. Section 206(2) provides that a company may, by ordinary resolution, remove a director before the expiry of their term, despite anything in the Constitution or any agreement between the company and the director. The members must be given special notice of the resolution to remove a director under Section 206(3) — at least 28 days before the meeting — and the director proposed to be removed must be given an opportunity to make representations to the members under Section 206(5). Directors can, however, be asked to resign voluntarily by the board, or the board can resolve that a director's appointment has been vacated under the automatic vacation provisions in the Constitution (for example, due to absence from meetings).
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
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Board Resolution (Malaysia)
A Board of Directors Resolution for a Malaysia company under the Companies Act 2016. Records decisions made at a board meeting or by circular resolution, covering matters such as opening bank accounts, authorising contracts, issuing shares, and approving financial transactions.
Members' Resolution in Writing (Malaysia)
A Members' Resolution in Writing for a Malaysia company under Section 297 of the Companies Act 2016. Passes shareholder decisions — ordinary or special resolutions — without holding a general meeting, when signed by the required majority of members.
Appointment of Director (Malaysia)
A resolution and letter appointing a new director to a Malaysia company under Section 201 of the Companies Act 2016. Covers the director's consent, eligibility under Section 199, and the SSM Form 44 filing requirement with the Companies Commission of Malaysia.