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Q：
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How can a director be removed from a Malaysia company?
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A：
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A director can be removed before the end of their term by passing an ordinary resolution at a members’ general meeting, in accordance with Section 206 of the Companies Act 2016.
For a private company, the removal process is subject to the provisions outlined in the company's constitution. If the constitution is silent on this matter, the company must follow the procedure set out under Section 206 of the Companies Act 2016.
For a public company, the removal process must strictly follow the procedure prescribed in Section 206 of the Companies Act 2016, which includes providing special notice of 28 days for the resolution and allowing the director an opportunity to be heard before the resolution is passed.
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Q：
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Does the Companies Act 2016 allow the removal of a director by written resolution?
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A：
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No, the Companies Act 2016 does not allow the removal of a director by written resolution. Section 297(2)(a) of the Companies Act 2016 explicitly prohibits the use of a written resolution to remove a director before their term expires.
For a private company, if the constitution provides a procedure for director removal, it must be followed. Otherwise, the company must convene a physical general meeting to pass an ordinary resolution in compliance with Section 206 of the Companies Act 2016.
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Q：
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Can the board of directors remove a director?
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A：
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No, the board of directors cannot remove a director unless the company’s constitution expressly allows it. Otherwise, removal requires shareholder approval through an ordinary resolution at a general meeting.
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Q：
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Can a director be removed without their consent?
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A：
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Yes, a director’s consent is not required for removal. As long as the company follows the proper legal procedures, a director can be removed even if they object.
However, if the removal is conducted improperly or unfairly, the director may challenge it under corporate governance principles or employment laws, depending on the circumstances.
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Q：
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What are the statutory requirements for removing a director?
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A：
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For a private company, if the company’s constitution outlines a removal procedure, it must be followed. Otherwise, the company must adhere to Section 206 of the Companies Act 2016, which requires:
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Issue a special notice to shareholders at least 28 days before the general meeting where the resolution for removal will be proposed.
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Hold a general meeting where shareholders vote on the resolution and pass by ordinary resolution.
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Notify the Companies Commission of Malaysia (CCM) within 14 days by filing a Notice of Change in the Register of Directors, Managers, and Secretaries pursuant to Section 58 of the Companie Act along with an extract of resolution passed at the general meeting of the company signed by one director and the company secretary.
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FAQ
