Case Background & Strategy

Removing a Director of a Public Company in Malaysia: Special Notice and Procedure

A director of a public company in Malaysia may only be removed before the expiry of their term by ordinary resolution at a general meeting, and special notice of the resolution is required under section 206(3) of the Companies Act 2016. Unlike a private company, the procedure is mandatory and cannot be excluded by the constitution.

What is special notice?

Special notice means notice of the intention to move the resolution must be given to the company at least 28 days before the meeting. The company must then give its members notice of the resolution, and send a copy to the director concerned. The director is entitled to be heard on the resolution at the meeting and may make written representations which, in most cases, must be circulated to members.

Why public company removals fail

Removals are commonly set aside for defective special notice, failure to circulate the director’s representations, or attempts to remove by directors’ resolution or written members’ resolution instead of at a physical general meeting. For listed issuers, Bursa Malaysia announcement obligations and the Malaysian Code on Corporate Governance add a further compliance layer. Because these procedural requirements are strictly construed, boards and requisitioning shareholders should obtain advice before the first notice is issued rather than after the dispute has crystallised.

Strategic considerations

Director removal at public-company level is rarely a stand-alone event: it usually forms part of a wider boardroom or shareholder dispute involving requisitioned EGMs, proxy contests and, in some cases, oppression proceedings under section 346. Sequencing the corporate steps against the litigation options is often decisive.

Frequently asked questions

Can a public company remove a director by written resolution?

No. Removal of a public company director requires a resolution passed at a general meeting after special notice; the written resolution procedure is not available.

Does the removed director stay liable for past conduct?

Yes. Removal ends the office prospectively but does not extinguish liability for prior breaches of duty.

How Messrs Ng, Zainurul, Seke & Khoo can help: our corporate and commercial litigation team advises boards, directors and shareholders across Malaysia on governance disputes, from advisory and board-level strategy through to trial. Contact us for a consultation.