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Shareholder Special Resolution

Shareholder Special Resolution Template for Malaysia

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholder Special Resolution to change our company name from Global Tech Solutions Sdn Bhd to Innovation Hub Sdn Bhd, to be effective from March 15, 2025, ensuring compliance with Malaysian Companies Act 2016."

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Document background
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).
Suggested Sections

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

Optional Sections

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)

Suggested Schedules

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)

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Telecommunications

Construction

Professional Services

Agriculture

Mining

Education

Transportation

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Executive Management

Corporate Affairs

Risk Management

Regulatory Affairs

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Director

Chief Executive Officer

Chief Financial Officer

Legal Manager

Corporate Affairs Manager

Risk Management Officer

Managing Director

Chairman of the Board

Industries
Companies Act 2016: The primary legislation governing company law in Malaysia, which provides the framework for company operations, including procedures for shareholder resolutions, voting rights, and meeting requirements.
Capital Markets and Services Act 2007: Relevant for listed companies, governing securities laws and capital market activities, including requirements for shareholder approvals in certain corporate actions.
Malaysian Code on Corporate Governance 2021: Provides guidelines on best practices for corporate governance, including shareholder rights and engagement, though not strictly legislation but important regulatory guidance.
Companies Regulations 2017: Subsidiary legislation under the Companies Act 2016, providing detailed procedures and requirements for company administration, including format and filing of resolutions.
Listing Requirements of Bursa Malaysia: For listed companies, these requirements set out additional obligations for shareholder approvals and corporate governance matters.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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