Extraordinary General Meeting Notice (Malaysia)
[Company Name]
SSM Registration No.: [Registration Number]
Registered Office: [Registered Office]
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of [Company Name] will be held as follows:
Date: [Meeting Date]
Time: [Meeting Time]
Venue: [Meeting Venue]
This EGM has been convened by: [EGM Called By], for the purpose of: [EGM Purpose].
AGENDA
To consider and, if thought fit, pass the following resolutions:
RESOLUTION 1 — [Resolution 1 Type]
[Resolution 1 Text]
RESOLUTION 2 (if applicable)
[Resolution 2 Text]
NOTES
1. A member entitled to attend and vote is entitled to appoint a proxy under Section 334 of the Companies Act 2016. A proxy need not be a member.
2. The instrument appointing a proxy must be deposited at the registered office not less than 48 hours before the meeting: [Proxy Deadline].
3. Any special resolution passed at this EGM will be lodged with the Companies Commission of Malaysia (SSM) within 30 days of passing, pursuant to the applicable provision of the Companies Act 2016.
By Order of the Board of Directors
________________________
Company Secretary
[Company Name]
Date: [Notice Date]
Company Secretary
________________
Signature
What Is a Extraordinary General Meeting Notice (Malaysia)?
An Extraordinary General Meeting Notice in Malaysia gives formal notice of the matter it concerns to the recipient.
Under Section 311(1) of the Companies Act 2016, the board of directors may convene an EGM at any time. Members holding not less than one-tenth of the paid-up voting share capital may also requisition an EGM under Section 311(2), requiring the board to convene the meeting within 21 days of the requisition and hold it within 28 days of the notice. If the board fails to convene the meeting within the required period, the requisitioning members may convene the meeting themselves under Section 311(4).
The Companies Commission of Malaysia (SSM) does not need to be notified of the convening of an EGM itself, but any special resolutions passed at the EGM — such as amendments to the Constitution or a voluntary winding-up resolution — must be lodged with SSM within 30 days under the relevant provisions of the Companies Act 2016. SSM maintains a public register of all lodged resolutions accessible through the MyCoID portal.
The minimum notice period for an EGM is 14 days under Section 316(2) of the Companies Act 2016 for private companies, and 21 days for public companies. For listed companies on Bursa Malaysia Securities Berhad, the Main Market Listing Requirements Rule 7.15 requires 21 days' notice for ordinary resolutions and 28 days for resolutions requiring shareholder approval under Chapters 10 and 11 of the MMLR. A shorter notice period may be accepted if agreed by the requisite majority of shareholders under Section 316(3).
The EGM notice must clearly set out the full text of any special resolution to be proposed, and must state that the meeting is an EGM distinct from the company's AGM. All resolutions at an EGM are passed by the applicable statutory threshold — ordinary resolutions by simple majority, special resolutions by 75% majority under Section 292 of the Companies Act 2016.
The legal framework governing the Extraordinary General Meeting Notice (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 Extraordinary General Meeting Notice (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 Extraordinary General Meeting Notice (Malaysia)?
A Notice of Extraordinary General Meeting is required in Malaysia whenever the company needs to put a fundamental decision to shareholders outside the annual AGM cycle.
An EGM Notice is required when the company's board of directors or shareholders wish to amend the Constitution under Section 36 of the Companies Act 2016, which requires a special resolution (75% majority) that must be lodged with SSM within 30 days.
An EGM Notice is needed when the company proposes to change its registered name under Section 28 of the Companies Act 2016, which requires a special resolution and a prior name approval from SSM before the resolution is passed.
An EGM Notice is required when the company proposes a voluntary winding-up under Section 439 of the Companies Act 2016, which requires a special resolution of the members and triggers the appointment of a liquidator to wind up the company's affairs.
An EGM Notice is needed when a listed company on Bursa Malaysia proposes a major transaction — acquisition or disposal of assets with a value of 25% or more of the company's net assets — that requires shareholder approval under Chapter 10 of the Main Market Listing Requirements.
An EGM Notice is required when members holding at least one-tenth of the paid-up voting capital formally requisition an EGM under Section 311(2) to consider a resolution that the requisitioning members wish to put to shareholders, such as removing a director under Section 206(2) or approving a special dividend.
An EGM Notice is needed when the company proposes a rights issue or private placement requiring shareholder approval under the company's Constitution or under the Capital Markets and Services Act 2007 (CMSA) for listed companies regulated by the Securities Commission Malaysia.
Parties in Malaysia should prepare a Extraordinary General Meeting Notice (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 Extraordinary General Meeting Notice (Malaysia)
A valid Notice of Extraordinary General Meeting for a Malaysia company must contain the following essential elements.
Company Details: Full registered name, SSM registration number, and registered office address of the company, confirming the correct legal identity convening the meeting.
Classification as EGM: The notice must clearly state that the meeting is an Extraordinary General Meeting, distinguishing it from the Annual General Meeting. The notice header should read 'NOTICE OF EXTRAORDINARY GENERAL MEETING'.
Date, Time, and Venue: The specific date, time, and place (physical address, virtual platform, or hybrid format) of the EGM. Section 327 of the Companies Act 2016 permits meetings to be held at any place within Malaysia.
Notice Period Compliance: The date of the notice must be stated, confirming that at least 14 days' notice (for private companies) or 21 days (for public companies) has been given under Section 316 of the Companies Act 2016. For listed companies, compliance with Bursa Malaysia MMLR Rule 7.15 must be confirmed.
Agenda and Full Text of Resolutions: Each resolution must be set out in full, particularly for special resolutions. The nature of each resolution — ordinary or special — must be identified. A special resolution amending the Constitution must include the exact text of the proposed amendment.
Explanatory Statement: For complex or material resolutions, an explanatory statement or circular to shareholders should accompany the notice, explaining the background, rationale, and effect of the proposed resolution, as required by Bursa Malaysia for listed companies.
Proxy Form: A proxy form permitting members to appoint a proxy under Section 334 of the Companies Act 2016, with the proxy lodgement deadline (not less than 48 hours before the meeting).
Signature and Authority: The notice must be signed by a director or the company secretary, confirming that the EGM has been duly authorised by the board of directors or, in the case of a member-requisitioned EGM, by the requisitioning members acting under Section 311(4).
Additional compliance elements for a Extraordinary General Meeting Notice (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:
Forms Legal. (2026). Extraordinary General Meeting Notice (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/corporate/extraordinary-general-meeting-notice-malaysia
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year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/corporate/extraordinary-general-meeting-notice-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
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Frequently Asked Questions
Under the Companies Act 2016, an Extraordinary General Meeting in Malaysia can be called by three parties. First, the board of directors may convene an EGM at any time under Section 311(1) whenever the board determines that shareholder approval is required for a particular matter. Second, members holding not less than one-tenth of the paid-up voting share capital may requisition the board to convene an EGM under Section 311(2), and the board must issue the notice within 21 days of receiving the requisition and hold the meeting within 28 days of the notice. Third, if the board fails to call the meeting within the required period, the requisitioning members may themselves convene the EGM under Section 311(4), and any reasonable expenses incurred by the members in convening the meeting must be reimbursed by the company out of fees payable to the defaulting directors. The company's Constitution may provide for additional persons (such as a major shareholder holding more than a specified percentage) to have the right to requisition an EGM.
An Annual General Meeting (AGM) is the annual statutory meeting required under Section 340 of the Companies Act 2016, held once per financial year to conduct the company's regular business — approving financial statements, re-electing directors, re-appointing auditors, and approving dividends. An Extraordinary General Meeting (EGM) is any general meeting of members held outside the AGM cycle to deal with specific, often urgent, business that requires shareholder approval. EGMs are convened for matters such as constitutional amendments, major transactions, changes of company name, or voluntary winding-up — business that either cannot wait for the next AGM or that arose after the AGM agenda was set. There is no limit on the number of EGMs a company may hold in a year. The procedural requirements for notice, quorum, voting, and minutes are largely the same for AGMs and EGMs under the Companies Act 2016 and the company's Constitution.
A special resolution in Malaysia requires the approval of at least 75% of the votes cast by members entitled to vote at the meeting under Section 292(1) of the Companies Act 2016. The full text of the proposed special resolution must be set out in the EGM notice, and the notice must specify that the resolution is to be proposed as a special resolution. Special resolutions are required for fundamental corporate changes — amending the Constitution, changing the company name, converting from a private to a public company, and voluntary winding-up. An ordinary resolution requires only a simple majority (more than 50%) of votes cast. For certain matters under Bursa Malaysia's Main Market Listing Requirements — such as a privatisation exercise or a significant related party transaction — the required threshold may be higher than 75%, or specific shareholders may be required to abstain from voting to avoid conflicts of interest.
Yes. Every special resolution passed at an EGM must be lodged with SSM within 30 days of being passed, under the relevant provision of the Companies Act 2016 (for example, Section 36(2) for a Constitution amendment, Section 29(4) for a change of company name, or Section 439 for a winding-up resolution). The lodgement is made via the MyCoID online portal together with the prescribed SSM form and lodgement fee. Failure to lodge within 30 days renders the company and every officer in default liable to a fine not exceeding RM50,000. Ordinary resolutions passed at an EGM do not generally need to be lodged with SSM unless a specific provision of the Companies Act 2016 requires it (for example, certain resolutions relating to share capital under Sections 75 to 89). Under Malaysia law, Companies Act 2016 (Act 777), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
Yes, an EGM may be held with shorter notice than the statutory minimum of 14 days (private companies) or 21 days (public companies) under Section 316(3) of the Companies Act 2016, provided all members entitled to attend and vote agree to the shorter notice. For a private company where all members also act as directors, this is straightforward and the unanimous consent can be evidenced by a signed written consent form attached to the notice. For a public company, obtaining unanimous consent from all shareholders is generally impractical. Bursa Malaysia does not permit listed companies to reduce the notice period for EGMs below 21 days (or 28 days for relevant transactions) regardless of shareholder consent, as the longer period is required to protect the interests of minority shareholders. The consent to shorter notice must be documented in writing and retained with the company's statutory records.
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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