A Shareholder Special Resolution is a crucial corporate governance document used in Malaysian companies when fundamental changes to the company structure or operations are proposed. This document type is specifically regulated under the Companies Act 2016 and requires a 75% majority vote of shareholders to pass. Special resolutions are necessary for significant corporate actions such as amending the company's constitution, changing the company name, reducing share capital, or winding up the company voluntarily. The document must include specific elements such as clear identification of the company, the resolution text, voting results, and proper authentication. It forms part of the company's permanent records and may need to be filed with the Companies Commission of Malaysia (SSM).
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1. Company Details: Full legal name of the company, company registration number, and registered address
2. Date of Resolution: The date on which the resolution is passed or deemed to be passed
3. Title of Resolution: Clear identification that this is a Special Resolution and brief description of its purpose
4. Recitals: Background information explaining why the resolution is being proposed
5. Resolution Text: The formal wording of the special resolution, starting with 'RESOLVED AS A SPECIAL RESOLUTION THAT...'
6. Confirmation of Passing: Statement confirming the resolution was duly passed with required majority (75% or more)
7. Authentication: Space for signature of the Chairperson or Company Secretary to certify the resolution
1. Notice Details: Required when the resolution was passed at a physical meeting, including details of notice given to members
2. Quorum Statement: Required for physical meetings to confirm that the required quorum was present
3. Voting Results: Detailed breakdown of votes for/against, useful for contentious resolutions or regulatory requirements
4. Proxy Information: Required when proxies were used in the voting process
5. Additional Declarations: Any specific declarations required by law for particular types of resolutions (e.g., solvency statements for capital reduction)
1. Voting Record: Detailed record of shareholders who voted and their respective voting powers
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended constitution, new company name reservation)
3. Notice and Agenda: Copies of the notice and agenda if the resolution was passed at a physical meeting
4. Expert Reports: Any professional or expert reports required to support the resolution (e.g., valuation reports)
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