解除马来西亚公司董事职务：你需要了解的事项

Removing a director is a significant step. It’s not simply a boardroom decision—you must comply with legal rules under the Companies Act 2016, and any slip-up can lead to legal challenges. This article explains what you need to watch out for in plain language.

Legal Basis: Ordinary Resolution Under Section 206 of the Companies Act 2016

• Private companies: A director can only be removed before the end of their term by passing an ordinary resolution at a physical meeting, unless the company’s constitution says otherwise.
• Public companies: Section 206 applies directly and completely—shareholders can remove a director by ordinary resolution at a meeting, regardless of what the constitution says.

Special Notice Is Required

• Pursuant to Section 206 and Section 322 of the Companies Act 2016, removal requires special notice – at least 28 days’ prior written notice must be given before the resolution is tabled, unless the private company’s constitution provides another method.
• If your constitution allows, you can bypass special notice.

Call for a Meeting

It is important to note that in the case of a private company, the removal of a director cannot be effected through a written resolution (see Section 297 of the Companies Act 2016). A meeting must be convened specifically for this purpose.

To call for such a meeting, members may rely on Section 310 or Section 311 of the Companies Act 2016:

• Section 310 permits any member holding at least 10% of the issued share capital to convene a meeting of members directly.
• Section 311, on the other hand, allows members of a company to require the directors to convene a meeting of members.

No Need to Justify

Generally, shareholders do not need to provide a reason to remove a director. The removal power is unfettered. However, that power cannot be used for a collateral or improper purpose.

Best Practices

To remove a director safely: –

1. Check the constitution for any specific removal clauses.
2. Issue special notice 28 days before the meeting (unless constitution provides otherwise).
3. Hold a duly convened meeting with quorum.
4. Navigate the vote via ordinary resolution.
5. File Form 58 with SSM within 14 days of removal.

Final Takeaway

Removing a director is straightforward if you follow the Companies Act 2016 and your company constitution. Miss a step, like special notice or using the wrong meeting format, and your resolution risks being void, and you could face legal claims. Always consult a corporate lawyer before proceeding.