Members' Resolution in Writing (Malaysia)

A Members' Resolution in Writing in Malaysia records a decision formally adopted by the company's directors or members.

The Companies Commission of Malaysia (SSM) introduced the Members' Resolution in Writing as a statutory mechanism to support corporate decision-making without the cost and delay of convening a general meeting. For small private companies (Sdn. Bhd.) where the same individuals are both shareholders and directors, Members' Resolutions in Writing are used extensively to pass annual AGM business — approving financial statements, re-appointing auditors, and approving directors' fees — without holding a formal AGM.

Under Section 297(2) of the Companies Act 2016, a Members' Resolution in Writing is passed when the required majority of members entitled to vote have signed the resolution. The resolution may be signed in counterpart — that is, each member signs a separate copy of the same resolution — provided all copies together constitute one document. The date of the resolution is the date on which the last required member signs.

A Members' Resolution in Writing cannot be used for certain specific matters under the Companies Act 2016. Section 297(7) provides that a resolution to remove a director under Section 206 cannot be passed as a Members' Resolution in Writing — it must be passed at a general meeting where the director has had an opportunity to be heard. Similarly, resolutions requiring the removal or replacement of an auditor under certain circumstances must comply with the procedural requirements of Sections 271 to 274.

Special resolutions passed as Members' Resolutions in Writing must be lodged with SSM within 30 days in the same manner as special resolutions passed at a general meeting. The obligation under Section 36(2) applies equally to written resolutions amending the Constitution.

The legal framework governing the Members' 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 Members' 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.

A Members' Resolution in Writing is needed in Malaysia when shareholders need to make a formal decision without the formality and cost of convening a general meeting.

A Members' Resolution in Writing is used when a small Sdn. Bhd. company, where all shareholders are also directors, wishes to dispense with the AGM formality under Section 340(6) and instead pass all annual AGM business — adopting audited accounts, re-appointing auditors, declaring dividends, and approving directors' fees — by written resolution.

A Members' Resolution in Writing is required when shareholders need to pass a special resolution to amend the company's Constitution under Section 36 of the Companies Act 2016, change the company name, convert from a private to a public company, or approve a voluntary winding-up under Section 439 — all of which require a 75% majority of votes cast.

A Members' Resolution in Writing is needed when shareholders wish to ratify a directors' action that technically exceeded the board's authority, or when shareholders wish to grant an authority to the board that the Constitution reserves for shareholder approval — such as a general mandate to issue shares up to 10% of the issued share capital under Section 75.

A Members' Resolution in Writing is required when the company's shareholders unanimously agree to waive the 14-day minimum notice period for a general meeting under Section 316(3) and instead record their consent to a shorter period or to passing the resolution by writing.

A Members' Resolution in Writing is needed when a private equity investor or venture capital fund requires a formal shareholder resolution approving the terms of a share subscription agreement, the issue of new preference shares, or the amendment of the Constitution to insert investor protection provisions before completing a funding round.

A valid Members' Resolution in Writing for a Malaysia company must contain the following essential elements under the Companies Act 2016.

Company Details: Full registered company name, SSM registration number, and date of the resolution. These details confirm the resolution is an act of the correct legal entity and form the heading for the written resolution.

Statutory Basis: A recital stating that the resolution is passed pursuant to Section 297 of the Companies Act 2016 as a Members' Resolution in Writing, confirming the legal authority for passing the resolution without a general meeting.

Classification of Resolution: A clear statement of whether each resolution is an ordinary resolution (passed by simple majority of votes cast) or a special resolution (passed by at least 75% of total voting rights of members entitled to vote) under Section 292(1) of the Companies Act 2016.

Complete Text of Resolutions: The full operative text of each resolution, beginning with 'RESOLVED THAT' or 'IT IS RESOLVED THAT'. For special resolutions, the complete text must be set out in full as required by Section 292(3). Each resolution should be separately numbered.

List of Members Entitled to Vote: The names of all members entitled to vote on the resolution, together with the number of shares and voting rights held. This establishes the total voting pool for calculating whether the required majority has been achieved.

Signature Blocks: Individual signature blocks for each member, stating the member's name, NRIC or company registration number, number of shares held, percentage of voting rights, and date of signing. For a corporate member, the authorised representative must sign in accordance with the corporate member's constitution.

Calculation of Majority: A confirmation at the foot of the resolution that the required majority (simple majority or 75%) has been achieved, based on the voting rights of the signatories, so that it is self-evident that the threshold has been met.

Lodgement Obligation: For special resolutions, a note that the resolution must be lodged with SSM via MyCoID within 30 days of passing under Section 36(2) or the relevant provision of the Companies Act 2016.

Additional compliance elements for a Members' 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.