Case Background & Strategy

Main Content

Director disputes can paralyse a company. NZSK Legal — led by Khoo Ai Theng — handles section 206 removal procedures and related governance litigation across Selangor and KL.

The Section 206 Removal Procedure

Step 1: Special Notice (28 Days)

Shareholders proposing director removal must give 28 days’ special notice to the company. NZSK Legal handles the proper notice form and timing.

Step 2: Director’s Right to Representation

The director facing removal can submit written representations to circulate to members and speak at the meeting. Lawyer Khoo’s team prepares director representations where defending removal.

Step 3: General Meeting and Ordinary Resolution

Board must call EGM (or matter included in next AGM). Ordinary resolution requires simple majority of votes cast. NZSK Legal advises on proxy battles and voting strategy.

Step 4: Filing with SSM

Post-removal, Form 49A and resolution filed with Companies Commission of Malaysia (SSM).

Frequently Asked Questions

Q: Can a director be removed before their term ends in Malaysia?

A: Yes, under section 206 CA 2016 by ordinary resolution with 28 days’ special notice. The director is entitled to be heard and circulate written representations. NZSK Legal handles the procedure.

Q: Can I block my own removal as a director?

A: You can submit written representations and speak at the meeting. If you have voting control, you can defeat the resolution. NZSK Legal advises directors defending removal.

Q: What if the constitution restricts director removal?

A: Section 206 overrides constitutional restrictions — ‘notwithstanding anything in the constitution.’ This is critical for removing entrenched directors.

Q: Can I claim damages for wrongful removal as director?

A: Possibly, where removal breaches a service contract. Director removal under section 206 is procedurally valid, but may give rise to contractual claims for breach of service agreement.

Q: How fast can I remove a director?

A: Minimum 28 days for special notice plus EGM convening. Total timeline 6-10 weeks typically. NZSK Legal expedites where strategic.