COMPANY LAW IN MALAYSIA

Meetings

Presented by : Nurul Ilmiah binti Mohd. Zulkarnain

Muhammad Zulkefli bin Abdullah
Norazwani binti Azizan
Mohammad Azmer bin Ahmad @ Mazlan
 Meeting

What is a Types of Notice of Proceedings at Resolution Post Meeting

Meeting? Meetings Meeting Meeting • Types of Requirements
• Definition • Statutory • To whom • Venue Resolution • Lodgement with
• Exception Meeting • Method • Quorum • Special notice ROC
• Annual General • Period • Proxy • Resolution in • Minute book
Meeting • Contents • Chairman writing
• Extraordinary • Vote
General
Meeting
 What is a Meeting?
• Gathering of more than one person
 Exception
- Sole member
- A meeting can be held despite the
attendance of only one member
- Fulfills the purposes of the Act
- In certain peculiar situations
• Wholly owned subsidiary

 By parent/holding company
 Separate legal entities
 Must hold members’ meeting
 Sect 147(6) - parent company’s corporate representative – to sign on
the minutes. (page 175)
 Illustration
 Corporate representative – company’s subsidiary or another
company which the appointor company has shares

• One person holds shares of a particular class in a company

 Types of Meetings

Annual General Extraordinary General

Statutory Meeting
Meeting (AGM) Meeting (EGM)
 Statutory Meeting
• Once in its lifetime by public company
• Sec 142(1) - every public company limited by shares must hold
statutory meeting between 1-3 months after it is entitled to
commence business
• When it is issued with Form 23 by Registrar of Companies
(ROC) (page 419)
• Sect 218 (1)(b) – the Court may order the winding up if –
default is made by the company in lodging the statutory
report or in holding the statutory meeting (page 231)
• Full and frank disclosure by promoter
Before the During the
meeting meeting

A list of members
together with
Statutory report
respective
shareholdings

Agenda of the
Duly certified by at meeting –formation
least 2 directors & matters arising in
report
 Statutory report

1. Number of shares
3. Names and
allotted and 2. Account 4. Contracts
addresses
consideration
• Fully paid up or • Moneys received & • Directors • Approval of
partially paid up paid • Managers members
• Paid in cash, in kind • Preliminary expenses • Secretaries • Proposed
or both • Auditors modifications
• Total cash received • Trustees for
for the shares debentures holders
allotted
 AGM
• At least once every calendar year
– Company’s audited accounts will be tabled (Sect 169(1)) (page 191)
– Auditors are appointed (Sect 172) (page 198)
– Directors are elected
– Dividends are declared

• Interest of both officers and members

• Sect 143(1)- First AGM must be held within 18 months after
incorporation
- 15 months after the last preceding AGM
• Sect 169(1)- 6 months from the end of the financial year
• May apply to ROC for an extension of time
• What if the company fails to hold AGM?
Sect 143(4)- (a)…shall be guilty of an offence against the
Act
Members lose opportunity to query the directors
 EGM
• Usually constitutes special businesses, which are urgent and
cannot be delayed until the next AGM

• Convened by the board of directors

• The EGM must be held not later than 2 months after receipt of
the request by the directors
 Sect 144 Sect 145

Requirements Company with share capital: ≥ 10% Company with share capital: ≥ 10%
of paid up capital of issued capital

Company with no share capital: ≥ Company with no share capital: ≥

10% of voting rights 5% members

Preparation of meeting Company, failing which members Members

Expenses Company Members

 TO ALL MEMBER

• That is important members are given sufficient

notice of the meeting because members have
opportunity to query the directors on the TO AUDITOR
operations a and affairs of the company
• NOM contains information like the venue, date
and hour of meeting and the business transacted
• The notice may be either given personally or sent
by prepaid post to each member
PERIOD
Section 145(4):

• Notice of the meetings must be given to all members of the company who have
right to attend and vote
• Meeting will be void if fail to give notice to all members
• Must be given to all persons whose names appear in the company’s Register of
Members
Section 145(5):
• The meeting if the omission to give the notice
accidental
• To preserve the meeting where the company did not
deliberately omit serving the notice on a member
Case 1: Musselwhite v
Musselwhite (1962) Case 2: Re West Canadian
• Some member executed transfers of Collieries Ltd (1962)
their shares to the third parties but
the shares had yet to be transferred
• Failure to give the notice to nine
• Their names remained in the Register
members was due to an
of Members
administrative error
• The company did not give them
• The court held that was an accidental
notice of meeting
omission
• The court held that this was an
• The omission did not void the meeting
intentional omission and the meeting
was held to be void
The meeting may still be validated by the application of section
355(1) which provide that:

“No proceeding under this Act shall be invalidated by any defect,

irregularity or deficiency of notice or time unless Court is opinion that
substantial injustice has been which cannot be remedied by any order
of the Court”

Section 355 does not apply if there is injustice to a member who did not
receive the notice and did not attend the meeting
• The number of day required to be given to the
members

• According to Section 145(2A), the company give

notice at least 21 day2 to its members
• For private company, only 14 days’ notice to its
members

• Section 145(2), an EGM needs to give

EXTRAORDINARY GENERAL only 14 days
MEETING • For the special resolution, at least 21
days based on section 152(1)
 Venue Quorum

Proceeding
at
Vote Meeting Proxy

Chairman
 Venue
• Section 145 A

 Where?
Anywhere in Malaysia
Not necessary at registered office
More that one venue

 How?
Technology
 Quorum
• Section 147(1)

Definition
Minimum number of members who
must be present at the meeting.
Unless the AOA provide otherwise.

• Table A Article 47
Members shall include proxy
 Proxy
• Section 149(1)

Every member who is entitled to

attend meeting has a statutory right
to appoint a proxy.

Proxy is a person who has been authorized

by a member to attend meeting on his behalf
• Section 149(1)(b)

Qualification of Proxy
Another member
An advocate (lawyer)
An approved company auditor
A person approved by ROC

Tan Guan Eng b BH Low Holding Sdn Bhd (1992)

Lim Hean Pin v Thean Seng Co Sdn Bhd & Ors (1992)
• Section 149(1)(c)

Maximum number of proxy

May appoint a maximum of two proxies

• Section 149(1)(d)
Appoint two proxies shall be invalid unless a specifies
proportions of his holding to be represented by each proxy.
Illustration
• Section 149(1)

Powers of Proxy
Attend meeting
Speak at meeting
Vote on poll but not hand

Right of Member
Issue: whether a member who has appointed a proxy may
continue exercise his rights to attend the meeting and vote?
Cousins v International Brick Co Ltd (1931)
Termination of appointment

Submitting a notice before the meeting

Proxy dies or unsound mind before meeting
Transfer all share before meeting
 Chairman
• Section 147(1)(b)

Who?
Member can elect any member to be a chairman
Unless AOA provide otherwise.

Right of Chairman
Conduct of meeting
Ensuring meeting is properly conducted
Byng v London Life Association (1990)
 Vote
• Section 148(1)

Exceptions:
Suspended until the member has paid all calls or other sums
payable in respect of his share.
Suspend the right of preference shareholders to attend and
vote at general meeting upon such conditions stated therein
Illustration
Vote by show of hands

Easier and quicker

Entitled to one vote
 Vote on poll

• Section 149(1)(a)
 Proxy may vote on poll

• Section 146(1)(a)
 Excluding the right to demand a poll at general meeting on any question or
matter other than the election of chairman shall be void.

• Section 146(1)(b)
 Carried out if demanded
 At least 5 members present who has voting power
 Member with at least 10% of voting power present at meeting
 Member with at least 10% of paid-up shares present at meeting
 ORDINARY
RESOLUTION
ORDINARY
RESOLUTION
REQUIRING
SPECIAL NOTICE

RESOLUTION SPECIAL
- Decision made by the members at the RESOLUTION
general meetings
CIRCULAR
RESOLUTION/
RESOLUTION IN
WRITING

HYBRID
RESOLUTION
 TYPE OF RESOLUTION
ORDINARY RESOLUTION
• Does not defined in Companies Act 1965. – Bushell v Faith
(1970)
• Requires:
– More than 50% of the members present and voting
– 14 days of notice before a members’ meeting.
Some ordinary Resolutions:
 Issue of shares at discount
 Alteration of share capital
 Passing of annual financial reports, reports of BOD and Auditors
 Appointment of Auditors and their remuneration.
 SPECIAL RESOLUTION
• S.152 of CA which requires that:
– At least 75% of the members of the company present and voting.
– Notice should be given at least 21 days before the meeting.
– Must be lodged with the ROC within one month.
Some Special Resolution:
 Alteration of object clause of memorandum and the articles of a company.
 Change of name of a company.
 Variation of shareholders rights.
 Payment of interest out of capital.
 HYBRID RESOLUTION
• The hybrid resolution is whereby, the company require to give at least
14 days’ notice to the members but require the support of at least 75%
of the votes.
• Requirement for a hybrid resolution to perform:
– S.129(6) – the appointment of a director who is above the age of 70 in a private
company which is a subsidiary of a public company.
– S.172(7) – the appointment of an auditor to replace the auditor who was
removed at a prior general meeting.
Min Days of Notice Min Votes Required
Ordinary Resolution 14 > Than 50%
Special Resolution 21 75%
Hybrid Resolution 14 75%
 ORDINARY RESOLUTION REQUIRING SPECIAL
NOTICE
CIRCUMSTANCES

• In S.153 of CA – notice of intention

given by the members to the S.128(2) – removal of a director before
company. the expiration of his term of office
• Notice must be given by the
members not later than 28 days
before the meeting. S.172(4) – removal of an auditor
at a general meeting
• Upon receipt of the notice, the
company then must give a notice to
the member at least 14 days before S.258(3) – removal of a liquidator
meetings. before the expiration of his term
of office.
CIRCULAR RESOLUTION / RESOLUTION IN WRITING
• S.152A of CA – a resolution is deemed passed if all members
who are entitled to attend and vote at the general meeting of
the company signed on the resolution.
• All members may not sign at the same copy of the document.
• 2 or more documents containing the proposed resolution may be certified by
the company secretary. – true and correct version
• the last member who sign the documents will hold the resolution.
 POST-MEETING REQUIREMENTS

LODGEMENT
MINUTE BOOK
WITH THE ROC
 LODGEMENT WITH THE ROC
S.145(1) of CA requires a printed copy of the Special Resolution and the
resolution or agreement which binds any class of shareholders to be
lodged with ROC within t (one) month of the passing resolution or
agreement, as the case may be.

SUBJECT TO THE ORDINARY RESOLUTION TO INCREASE ITS AUTHORISED

CAPITAL.
S.62(4) – lodgement of the resolution with ROC within 14 days.

S.165 – Every company, irrespective of whether it is a company with a

share capital or otherwise, to lodge with the ROC its annual return
within 1(one) month from the date of its AGM.
 MINUTE BOOK

S.156 – the minutes of the proceedings of its

general meetings must be entered in the minute The evidence of minutes which have been
book within 14 days from the date of the signed by the chairman of that meeting or by
meeting. the chairman of the next meeting are:
• The meeting has been duly held and
convened
S.157 and S.359(1) – the book containing the • The proceedings have been duly held
minutes of the proceeding of any general • The appointments of officers or liquidators
meeting shall be kept at the company’s made at the meeting are valid.
registered office and shall be made available for
inspection by any member of the company.