Board Resolution — Employment Matters (Malaysia)
BOARD RESOLUTION — EMPLOYMENT MATTERS
Companies Act 2016 (Act 777) — Section 300 (Written Resolution) or Board Meeting Resolution
[Company Name]
(SSM Registration No: [Company SSM])
Date: [Resolution Date]
Type: [Meeting Type]
Chairperson: [Chairperson]
DIRECTORS PRESENT / SIGNING:
[Directors Present]
BACKGROUND
The Board of Directors of [Company Name] considers it necessary and in the best interests of the Company to pass the following resolution in respect of the following employment matter: [Resolution Subject].
Matter involves: [Person Involved].
RESOLUTION
NOW IT IS HEREBY RESOLVED that:
1. [Resolution Details]
2. The above shall take effect from [Effective Date].
3. [Authorised Signatory] are hereby authorised to sign all documents, forms, and notices necessary to give effect to this resolution, including notifications to the Companies Commission of Malaysia (SSM), Bursa Malaysia Securities Berhad (where applicable), and any other regulatory authority.
4. The Company Secretary is directed to record this resolution in the Company's minute book maintained under Section 340 of the Companies Act 2016 and to retain the same at the Company's registered office for not less than seven years under Section 245 of the Companies Act 2016.
CERTIFIED AS A TRUE RESOLUTION OF THE BOARD OF DIRECTORS OF [Company Name]
Signed by the Directors / Chairperson:
5. _______________________________ (Name: _______________________________) Date: ___________
6. _______________________________ (Name: _______________________________) Date: ___________
7. _______________________________ (Name: _______________________________) Date: ___________
Company Secretary: _______________________________
Name: _______________________________
MAICSA/LS No.: _______________________________
Date: _______________________________
Director / Chairperson
________________
Signature
Company Secretary
________________
Signature
What Is a Board Resolution — Employment Matters (Malaysia)?
A Board Resolution — Employment Matters (Malaysia) in Malaysia a Board Resolution on Employment Matters in Malaysia is a formal decision recorded in the minutes of a meeting of the Board of Directors of a company incorporated under the Companies Act 2016 (Act 777), or a written resolution passed by directors in lieu of a meeting under Section 300 of the Companies Act 2016, that authorises or approves a specific employment-related action on behalf of the company.
Under the Companies Act 2016, the Board of Directors has the authority to manage the company's business and affairs under Section 211, which includes the power to appoint, remunerate, and terminate employees and executive directors. A board resolution on employment matters formally documents the exercise of this authority and creates a binding corporate decision that can be relied upon by third parties, regulators, and employees.
The Companies Commission of Malaysia (SSM) requires companies to maintain proper books and records of all board resolutions under Section 245 of the Companies Act 2016, and the Inland Revenue Board of Malaysia (LHDN) may request board minutes as evidence of authorisation for director remuneration approved under Section 230 of the Companies Act 2016. For public companies listed on Bursa Malaysia Securities Berhad, the Main Market Listing Requirements under Paragraph 7.27 require that related-party transactions and significant employment decisions be approved by a quorum of independent directors.
A Board Resolution on Employment Matters in Malaysia is legally effective when passed by a simple majority of directors present at a duly convened board meeting with a quorum as defined in the company's Constitution, or when signed by all directors entitled to receive notice under Section 300(2) of the Companies Act 2016 for written resolutions. The resolution must be entered in the company's minute book maintained under Section 340 of the Companies Act 2016 at the company's registered office.
The legal framework governing the Board Resolution — Employment Matters (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 — Employment Matters (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 — Employment Matters (Malaysia)?
A Board Resolution on Employment Matters is required in Malaysia whenever the Board of Directors must formally authorise or approve a significant employment decision on behalf of the company.
A Board Resolution is needed when a company appoints a new executive director or Chief Executive Officer, as the appointment must be authorised by the board under the company's Constitution and notified to SSM within 14 days under Section 58 of the Companies Act 2016.
A Board Resolution is required when a public company listed on Bursa Malaysia fixes or increases the remuneration of executive directors, as Section 230 of the Companies Act 2016 requires that fees and benefits paid to directors of public companies be approved by shareholders at a general meeting — necessitating a prior board resolution to propose the amount for shareholder approval.
A Board Resolution is needed when a company authorises the signing of employment contracts on behalf of the company, particularly where the company's Constitution or the Contracts Act 1950 (Act 136) requires corporate authorisation for contracts above a certain value or of a specified nature.
A Board Resolution is required when a company adopts or amends a significant HR policy — such as an Employee Share Option Scheme (ESOS) under Chapter 6 of the Main Market Listing Requirements, or a retirement age policy under the Minimum Retirement Age Act 2012 (Act 753) which sets the minimum retirement age at 60 years.
A Board Resolution is needed when a company in the financial services sector seeks to appoint a new senior officer or chief executive, as Bank Negara Malaysia (BNM) under the Financial Services Act 2013 (Act 758) requires a board resolution approving the appointment before the candidate is submitted to BNM for fit and proper assessment.
What to Include in Your Board Resolution — Employment Matters (Malaysia)
A valid Malaysia Board Resolution on Employment Matters must contain the following essential components to be effective and compliant with the Companies Act 2016.
Company Particulars: Full legal name of the company, SSM registration number, and the date, time, and place of the board meeting (or the date the written resolution is passed under Section 300 of the Companies Act 2016).
Directors Present and Quorum: Names of all directors present and voting, confirmation that a quorum was present as defined in the company's Constitution (the default under Section 288 of the Companies Act 2016 for written resolutions requires all directors to sign), and the name of the chairperson of the meeting.
Recitals and Background: A brief statement of the relevant background and the purpose of the resolution — for example, 'WHEREAS the Company wishes to appoint [Name] as Managing Director with effect from [Date]'.
The Resolution: The operative words of the resolution, clearly stating what is being authorised or approved. For appointment of a director: 'IT IS HEREBY RESOLVED that [Name] (NRIC: [No.]) be and is hereby appointed as [Designation] of the Company with effect from [Date] on the terms set out in the Director Service Agreement dated [Date]'. The resolution must use mandatory language ('be and is hereby resolved') to create a binding corporate decision.
Remuneration Approval: For director remuneration in public companies, the resolution must state the total amount of fees and benefits proposed for shareholder approval at the next Annual General Meeting (AGM) under Section 230 of the Companies Act 2016, including director fees, monthly salary, bonus entitlements, and benefits in kind.
Authorisation to Sign: A resolution authorising a named director or company secretary to sign employment contracts, SOCSO forms, EPF Form KWSP-6 employer registration, and other documents on behalf of the company.
Minutes and Authentication: The resolution must be recorded in the company's minute book, signed by the chairperson of the meeting under Section 340(3) of the Companies Act 2016, and retained at the company's registered office for inspection under Section 245(1).
Additional compliance elements for a Board Resolution — Employment Matters (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). Board Resolution — Employment Matters (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/employment/hr-forms/board-resolution-employment-malaysia
"Board Resolution — Employment Matters (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/employment/hr-forms/board-resolution-employment-malaysia.
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author = {{Forms Legal}},
title = {Board Resolution — Employment Matters (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/employment/hr-forms/board-resolution-employment-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}Frequently Asked Questions
A board resolution is not required for the appointment of ordinary employees in Malaysia — the authority to hire employees is typically delegated to management under the company's Constitution or internal HR policies. However, a board resolution is required for the appointment of directors and senior officers of a company incorporated under the Companies Act 2016 (Act 777), as these appointments must be formally authorised by the board. For public companies listed on Bursa Malaysia, the appointment of an executive director or CEO must be approved by the board and — where the appointment involves a related party — by a board committee of independent directors under the Main Market Listing Requirements. Additionally, any authorisation for a manager or HR director to sign employment contracts above a certain value on behalf of the company should be documented in a board resolution or delegation of authority to create a clear corporate record.
Yes. Under Section 300 of the Companies Act 2016 (Act 777), a company's directors may pass a resolution without holding a physical board meeting, provided the written resolution is signed by all directors of the company who are entitled to receive notice of a board meeting and who are entitled to vote on the resolution. A written resolution passed under Section 300 is as valid and effective as a resolution passed at a duly convened board meeting. The resolution must be signed by all relevant directors — not just a majority — which distinguishes it from resolutions at board meetings where a simple majority typically suffices. The written resolution must be entered in the company's minute book and retained at the registered office under Section 340 of the Companies Act 2016. Digital signatures are recognised under the Electronic Commerce Act 2006 (Act 658) provided the parties consent to electronic execution.
Under Section 245(1) of the Companies Act 2016 (Act 777), a company must keep its accounting records, statutory books, and minute books — including all board resolutions and minutes of meetings — for a minimum period of seven years from the date of the transaction or decision to which they relate. This retention period aligns with the limitation period under Section 6 of the Limitation Act 1953 (Act 254) for simple contract claims and the Inland Revenue Board of Malaysia's (LHDN's) audit window under Section 91 of the Income Tax Act 1967. Minutes of board meetings approving director remuneration are particularly important to retain, as they are required evidence in LHDN tax audits and during investigations by the Companies Commission of Malaysia (SSM) under Section 590 of the Companies Act 2016. Failure to maintain proper minute books is an offence under Section 245(6) of the Companies Act 2016.
Most board resolutions on employment matters do not need to be filed with the Companies Commission of Malaysia (SSM) unless they relate to a matter requiring statutory notification. Resolutions that do require SSM filing include: appointment or resignation of directors (Form Section 58, notified within 14 days), change of company secretary (notified within 14 days), change of registered office, and special resolutions passed at general meetings such as changes to the company's Constitution. A board resolution approving an employment contract, remuneration increase, or HR policy change is an internal corporate document that does not require SSM filing, but must be maintained in the company's minute book available for SSM inspection under Section 245 of the Companies Act 2016. For Bursa Malaysia-listed companies, employment-related resolutions that constitute material information may trigger immediate disclosure obligations under Paragraph 9.03 of the Main Market Listing Requirements.
The quorum requirement for a board meeting in Malaysia is determined by the company's Constitution (formerly Memorandum and Articles of Association). Under Table A of the Companies Act 2016 (Act 777), the default quorum for a board meeting is two directors, unless the company's Constitution specifies otherwise. For companies with only one director — permitted for private companies under Section 196 of the Companies Act 2016 — the sole director constitutes a quorum. For public companies listed on Bursa Malaysia, Paragraph 15.02 of the Main Market Listing Requirements requires that boards have a minimum of two independent non-executive directors, and resolutions on related-party transactions involving directors must be passed by a quorum that excludes the interested director under Section 222 of the Companies Act 2016. A director who has a material interest in a contract or transaction being considered at the board meeting must declare the interest and, unless the Constitution permits otherwise, abstain from voting under Section 222 of the Companies Act 2016.
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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