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Company Secretary Resolution for Malaysia

Company Secretary Resolution Template for Malaysia

A Company Secretary Resolution is a formal document used in Malaysian corporate governance that records official decisions and actions taken by or through the company secretary. Governed by the Companies Act 2016 and related Malaysian corporate legislation, this document serves as an official record of corporate decisions, ranging from routine administrative matters to significant corporate actions. It must comply with Malaysian corporate law requirements and typically includes detailed information about the decision, its context, implementation authority, and necessary certifications.

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What is a Company Secretary Resolution?

The Company Secretary Resolution is a crucial corporate governance document used in Malaysian business operations to formally document decisions and actions related to company secretarial matters. Required under the Companies Act 2016 and other relevant Malaysian corporate legislation, this document is essential for maintaining proper corporate records and ensuring compliance with regulatory requirements. A Company Secretary Resolution may be needed for various purposes, including appointment of officers, changes in corporate documentation, regulatory filings, or other administrative matters. It serves as an official record of corporate decisions and often requires specific formatting and content to be legally valid under Malaysian law. The document is particularly important for audit trails, corporate governance, and regulatory compliance purposes.

What sections should be included in a Company Secretary Resolution?

1. Title and Company Details: Full legal name of the company, company registration number, and document type specification

2. Date: Date of the resolution

3. Preamble: Statement confirming the authority under which the resolution is made (e.g., 'Pursuant to Section X of the Companies Act 2016')

4. Attendance and Quorum: Record of who was present and confirmation of meeting quorum requirements

5. Background: Brief context explaining why the resolution is necessary

6. Resolutions: Clear statement of the decisions made, numbered if multiple resolutions

7. Implementation Authority: Authorization for specific individuals to implement the resolution

8. Certification: Company Secretary's certification of the resolution

9. Signature Block: Space for required signatures with names and designations

What sections are optional to include in a Company Secretary Resolution?

1. Recitals: Additional background information when complex context needs to be explained

2. Voting Results: Required when the resolution was passed by vote rather than unanimous consent

3. Dissenting Opinions: Required when any authorized party registers a formal dissent

4. Legal References: Specific references to relevant sections of the Companies Act or other legislation when dealing with statutory compliance matters

5. Effective Date: When the effective date differs from the resolution date

What schedules should be included in a Company Secretary Resolution?

1. Supporting Documents: Copies of relevant documents referenced in the resolution

2. Previous Resolutions: Copies of related previous resolutions being amended or superseded

3. Company Constitution Excerpts: Relevant sections of the company constitution being referenced

4. Regulatory Approvals: Copies of any required regulatory approvals or submissions

5. Forms: Statutory forms required to be filed with the Companies Commission of Malaysia (SSM)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses




















Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Transportation

Construction

Professional Services

Education

Telecommunications

Mining

Agriculture

Hospitality

Relevant Teams

Legal

Compliance

Corporate Secretariat

Corporate Governance

Risk Management

Board Secretariat

Regulatory Affairs

Corporate Affairs

Administrative Services

Executive Office

Relevant Roles

Company Secretary

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Audit Director

Legal Director

Regulatory Affairs Manager

Corporate Services Manager

Industries






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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