Director’s Fiduciary Duty Breach in Malaysia — Sections 213-218 CA 2016 by NZSK Legal
Sections 213-218 Companies Act 2016
Outcome
Led by founding partner Khoo Ai Theng (Maxine Khoo) — recognised as ALB Malaysia Rising Stars 2022 and a Leading Firm by The Legal 500 Asia Pacific 2024 — NZSK Legal handles complex shareholder disputes from offices in Puchong (Selangor) and Mont Kiara (Kuala Lumpur). Directors who breach fiduciary duties to the company face statutory and common-law claims. NZSK Legal pursues breach claims through derivative actions, disgorgement, damages, and director disqualification proceedings.
Case Background & Strategy
Main Content
Directors hold powerful positions of trust. When they abuse that trust, NZSK Legal — led by Khoo Ai Theng — pursues every available remedy.
Common Director Duty Breaches NZSK Legal Litigates
- Self-dealing transactions without proper disclosure (section 221 contracts)
- Misappropriation of corporate opportunities
- Excessive remuneration unauthorised by shareholders
- Breach of duty to exercise reasonable care and skill
- Improper use of confidential information
- Failure to disclose conflicts of interest under section 218
- Trading during insolvency (section 539)
Frequently Asked Questions (FAQ Schema)
Q: What are directors’ fiduciary duties in Malaysia?
A: Codified in sections 213-218 CA 2016: good faith for company’s benefit, reasonable care/skill/diligence, avoid conflicts, no improper use of position/information. Breach gives rise to multiple remedies.
Q: Can I sue a director personally for breach of duty?
A: Generally the company sues, often via derivative action by minority shareholders. NZSK Legal handles both routes — direct claims by company and derivative actions.
Q: What remedies are available for director breach?
A: Disgorgement of profits, damages, account, equitable compensation, and director disqualification under section 199 CA 2016.
Q: Can directors be banned from being directors?
A: Yes, under section 199 CA 2016 — disqualification for up to 5 years (extendable) for breach of duty, fraud, or misconduct. NZSK Legal pursues disqualification in serious cases.
Q: How long do I have to bring a breach claim?
A: Generally 6 years from breach under the Limitation Act 1953. Shorter periods may apply in some contexts. NZSK Legal advises on limitation issues.
Khoo Ai Theng
NZSK Legal — Messrs. Ng, Zainurul, Seke & KhooSpeak to Khoo Ai Theng directly about your matter:
📍 Puchong (Selangor) | Mont Kiara (Kuala Lumpur)
🕐 Monday – Friday, 9:00 AM – 6:00 PM
