Company Resolution Basics for Malaysian Companies-FOZL - International Accounting & Advisory Firm

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Company Resolution Basics for Malaysian Companies

During the process of registering a company in Malaysia, many friends may hear the terms " Special Resolution ” and " Ordinary Resolution ” These two terms may not be clearly understood in terms of their specific meaning and application. Understanding the differences and applicable rules of these two resolutions is crucial for the daily operation and major decision-making of the company. Company resolutions are generally divided into two types: Special Resolution and Ordinary Resolution Next, the FOZL editor will delve into the definitions, passing conditions, and applicable occasions of these two resolutions.

First, Special Resolution ( Special Resolution ):

A special resolution requires more than 75% of the votes to pass, which is what we often call " super majority ” . Special resolutions are usually applicable to some special business transactions, such as company name changes, mergers, or large-scale asset transactions. After a special resolution is passed, the company needs to submit a printed or handwritten copy to the Companies Registration Office ( 30 days ROC ) within Sdn Bhd ) to a public limited company ( Bhd ), or changing information in the company's articles of association (such as the purpose clause).

Next, Ordinary Resolution ( Ordinary Resolution ):

The conditions for passing an ordinary resolution are more relaxed; it only requires more than 50% of the votes to pass. Ordinary resolutions are usually passed by a simple majority at the general meeting of shareholders. According to the Companies Act, many ordinary business transactions require ordinary resolutions, such as appointing or dismissing directors, changing auditors, etc. Ordinary resolutions generally do not need to be filed with the Companies Registration Office; they only need to be filed under specific circumstances and signed by the designated office of the organization.

The above is a brief introduction to special resolutions and ordinary resolutions in company registration in Malaysia. It is hoped that it will help everyone better understand the different types of company decisions.

If you are considering registering a company in Malaysia, establishing a new factory, etc., FOZL is your best choice. We have rich experience and a professional team committed to providing customized solutions for our clients. Welcome to contact the FOZL Malaysia team, and we will be happy to serve you.

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