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Shareholder Written Resolution Template for Malaysia

A Shareholders' Written Resolution is a formal document under Malaysian law that enables shareholders to pass resolutions without holding a physical meeting, as provided for under Section 290 of the Companies Act 2016. This document allows private companies in Malaysia to obtain shareholder approval for various corporate actions through written means, eliminating the need for a formal general meeting. The resolution becomes effective when signed by shareholders representing the required majority of voting rights, making it an efficient tool for corporate decision-making in the Malaysian business environment.

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What is a Shareholder Written Resolution?

The Shareholder Written Resolution is a crucial document used in Malaysian corporate governance when companies need to obtain shareholder approval without convening a physical meeting. This mechanism, provided under the Companies Act 2016, is particularly useful for private companies seeking efficient decision-making processes. The document can be used for various corporate actions such as changes to company constitution, appointment or removal of directors, approval of financial statements, or major business decisions. It must be circulated to all eligible shareholders and becomes effective when the required majority of shareholders have signed it. The resolution must comply with Malaysian legal requirements, including proper formatting, clear statement of the proposed resolution(s), and appropriate signature blocks for shareholder approval.

What sections should be included in a Shareholder Written Resolution?

1. Company Information: Full legal name of the company, registration number, and registered address

2. Date: Date of the written resolution circulation

3. Title: Clear identification as a Written Resolution of Shareholders

4. Preamble: Statement confirming this is a written resolution under Section 290 of the Companies Act 2016

5. Resolution Text: Clear statement of the resolution(s) being proposed, numbered if multiple resolutions

6. Voting Instructions: Clear instructions on how to indicate approval or rejection of the resolution

7. Signature Block: Space for shareholders to sign, including name, number of shares held, and date

8. Circulation Statement: Statement confirming proper circulation to all eligible shareholders

What sections are optional to include in a Shareholder Written Resolution?

1. Explanatory Notes: Additional information explaining the background or reasons for the resolution - used when the resolution requires detailed explanation

2. Statement of Directors' Interest: Declaration of any directors' interests in the subject matter - used when the resolution involves matters where directors have personal interests

3. Supporting Documents Reference: References to any supporting documents provided - used when the resolution relies on external documents or reports

4. Time Limit Statement: Statement specifying a time limit for response - used when a specific deadline for returning the resolution is required

5. Quorum Confirmation: Statement confirming that the resolution meets quorum requirements - used in cases where specific quorum rules apply

What schedules should be included in a Shareholder Written Resolution?

1. Schedule 1 - Shareholder Details: List of all eligible shareholders, their shareholding details, and voting entitlements

2. Schedule 2 - Supporting Documentation: Any relevant supporting documents referenced in the resolution

3. Appendix A - Voting Record: Template or form for recording the votes received

4. Appendix B - Previous Resolutions: Copies of any previous resolutions referenced in the current resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use

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