Short answer. An AGM is the yearly general meeting that section 340 of the Companies Act 2016 requires of public companies. An EGM is the common name for any other meeting of members called for specific business; the Act itself speaks of “meetings of members”. A private company has no statutory AGM and can call a members’ meeting, or use written resolutions, when needed.
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In this article
- AGM and EGM in one view
- AGM rules for public companies
- Who can call a members’ meeting
- Notice requirements
- Quorum, chair, voting and proxies
- Records after the meeting
- Illustrative scenario: a minority shareholder wants an EGM
- Which route: AGM, EGM or written resolution?
- What this means for different companies
- Common mistakes
- How Axecta helps
- Next steps
- Frequently asked questions
AGM and EGM in one view
An AGM (annual general meeting) is the yearly meeting of members that a public company must hold. An EGM (extraordinary general meeting) is the label companies and advisers commonly use for any members’ meeting that is not the AGM, called to deal with a particular matter such as a constitution change, a share issue or a dispute.
The Companies Act 2016.pdf) names the AGM in section 340 but does not create a separate legal category called an EGM. In the text we searched, the word “extraordinary” does not appear in connection with meetings. The Act instead regulates “meetings of members” generally in sections 309 onward, and adds the AGM-specific rules on top for public companies. Your constitution may still say EGM; the Act’s rules apply whatever the meeting is called.
| Point | AGM | EGM (any other members’ meeting) |
|---|---|---|
| Legal basis | Section 340 (public companies) | Sections 309 to 340, and the constitution |
| Mandatory? | Yes for public companies, every calendar year | Only when a matter needs a meeting or members requisition one |
| Private company (Sdn Bhd) | Not required | Possible; written resolutions are often used instead |
| Usual business | Laying audited financial statements and reports, electing directors, appointing and fixing remuneration of auditors, other notified business | Specific resolutions: constitution, share issues, director removal, disputes |
| Timing | Within six months of the financial year end and not more than 15 months after the last AGM | Whenever called |
| Notice (non-special business) | Public company: at least 21 days | Public or private: at least 14 days |
| Penalty if skipped | Fine up to RM20,000 for the company and officers (section 340(6)) | No penalty for not holding one voluntarily |
For why a Sdn Bhd is outside section 340, read does a Sdn Bhd need to hold an AGM.
AGM rules for public companies
Beyond the points in the table, section 340 adds the following.
- First AGM: not required in the year of incorporation or the following year, provided the first AGM is held within 18 months of incorporation.
- Extension: the company may apply to the Registrar; SSM’s fee schedule/table-of-fees/lampiran_2-table_of_feese.pdf) lists RM100 (confirm the current fee).
- Court route: on a member’s application the Court may order a general meeting if the company fails to hold one.
SSM’s Company Directors’ Responsibilities booklet.pdf) gives a worked example of the 15-month and 18-month limits in its AGM section.
Who can call a members’ meeting
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
The Act gives several routes, which apply to any company.
| Route | Section | Detail |
|---|---|---|
| The Board | 310(a) | The directors convene a meeting. |
| A member with at least 10% of issued share capital | 310(b) | May convene a meeting directly (or lower % in the constitution; where there is no share capital, at least 5% of the members). |
| Requisition to the directors | 311 | Members with at least 10% of the paid-up voting capital can require the directors to convene. In a private company, members with at least 5% can do so if more than twelve months have passed since the last requisitioned meeting and the proposed resolution is not defamatory, vexatious or frivolous. |
| Directors’ response | 312 | Directors must call the meeting within 14 days of the requisition and hold it not more than 28 days after the date of the notice. |
| Members call it themselves | 313 | If the directors do not comply, requisitioning members (or those holding more than half of the requisitioners’ voting rights) may call it, within three months of the requisition. The company reimburses reasonable expenses and may recover them from the defaulting directors’ fees. |
| Court order | 314 | Where calling or conducting a meeting is impracticable, the Court can order a meeting, and may direct that one member present counts as a quorum. |
A requisition must be in hard copy or electronic form, state the general nature of the business and be signed or authenticated (section 311(2)). A resolution may properly be moved unless it would be ineffective, defamatory, frivolous or vexatious, or not in the best interest of the company (section 311(5)).
Notice requirements
| Meeting | Minimum notice | Section |
|---|---|---|
| Private company, no special resolution | 14 days (or longer if the constitution says) | 316(1) |
| Public company AGM | 21 days | 316(2)(a) |
| Public company, other meeting | 14 days | 316(2)(b) |
| Any meeting where a special resolution is proposed | Not less than 21 days | 292(1) |
| Special notice under the Act (for example removing a director) | Notice of intention to move reaches the company at least 28 days before the meeting | 322(1) |
Short notice
An AGM can be called on shorter notice only if all members entitled to attend and vote agree (section 316(3)). Other meetings can be called on shorter notice if the majority in number of members agree, and those members hold at least 90% of the shares carrying the right to attend and vote in a private company (the constitution may raise this to a maximum of 95%) or 95% in a public company (section 316(4) and (5)). Accidental omission to give notice to a member does not invalidate proceedings (section 316(6)).
What the notice must say
The notice must state the place, date, time and general nature of the business (section 317(1)). A special resolution’s text must be in the notice, stated as special (section 292(5)). Every notice must prominently state the right to appoint a proxy; an officer who contravenes this faces a fine up to RM10,000 (section 335). Notice goes to every member, director and auditor (section 321).
Quorum, chair, voting and proxies
- Quorum. Two members present personally or by proxy, unless the constitution specifies more; one member in a single-member company (section 328). Several proxies appointed by one person count as one member, and a corporation’s representatives count as one.
- No quorum. Unless the constitution says otherwise, after half an hour a requisitioned meeting is dissolved; any other stands adjourned to the same day next week (section 328(5)).
- Chair. The Board chairman presides unless the constitution says otherwise; if absent 15 minutes, members elect one (section 329).
- Voting. Show of hands unless a poll is demanded by the chairman, at least three members, a member or members with 10% of total voting rights, or members holding shares with at least 10% of the total paid up (section 330). One vote per member on a show of hands and per share on a poll, unless the constitution provides otherwise (section 293).
- Proxies. A member may appoint a proxy; with share capital, more than one proxy if proportions are specified. The instrument must be deposited at least 48 hours before the meeting (24 hours before a poll), or it is not valid (section 334).
- Technology. Subject to the constitution, a meeting may use more than one venue and technology that lets members speak and vote; the main venue and the chairperson must be in Malaysia (section 327). A corporate member may authorise a representative by Board resolution (section 333).
Records after the meeting
Minutes of members’ meetings must be kept for at least seven years (section 341); members may inspect them free and request copies within 14 days (section 342). A record purporting to be signed by the chairperson of that meeting or of the next is sufficient evidence of the proceedings, and, until the contrary is proved, the meeting is deemed duly convened (section 343). Some resolutions need filing with SSM, such as a share allotment approval (14 days, section 76(2)).
Illustrative scenario: a minority shareholder wants an EGM
Assume a private company has 100,000 shares issued and fully paid, held 85,000 by two founders and 15,000 by an investor. The investor wants a meeting to question management. Under section 311(3) the investor needs 10% of the paid-up voting capital, so 10,000 shares; the investor holds 15,000 and qualifies.
The investor sends a signed requisition stating the business. The directors must call the meeting within 14 days and hold it within 28 days after the notice, which needs 14 days unless a special resolution is proposed (then 21). If the directors do nothing, the investor can call the meeting within three months of the requisition and the company reimburses reasonable expenses. The share numbers are round figures chosen only to show the Act’s percentages.
Which route: AGM, EGM or written resolution?
| Situation | Best route |
|---|---|
| Public company annual business | AGM (mandatory) |
| Sdn Bhd annual approvals, all members agree | Written resolution; see written resolutions |
| Removing a director | Meeting of members with special notice; no written resolution (section 297(2)); see appointing and removing directors |
| Shareholders want debate or have a dispute | Meeting of members |
| Constitution requires a meeting | Meeting |
What this means for different companies
- Sdn Bhd. No statutory AGM; use written resolutions for routine matters and a meeting where debate or a legally required meeting is needed.
- Public company. Plan the AGM calendar from the year end, give at least 21 days’ notice, and apply for any extension early.
- Foreign-owned company. Use proxies, corporate representatives and permitted technology, keeping the main venue and chairperson in Malaysia.
Common mistakes
- Calling an EGM when a written resolution would do, or the reverse.
- Leaving out the proxy statement in the notice (section 335).
- Not checking the constitution for higher quorum, longer notice or lower requisition thresholds.
How Axecta helps
Axecta’s company secretarial team drafts the notice with the correct period and proxy statement, prepares proxy forms and resolutions, minutes the meeting and files any follow-up with SSM. See directors’ resolution vs shareholders’ resolution for the approvals map, and our company secretarial service.
Next steps
- Confirm whether the constitution adds meeting rules, and how the board meeting minutes will feed in.
- For each planned decision, choose meeting or written resolution.
- Calculate the notice period and quorum for the meeting you need.
- Diarise filings arising from resolutions.
- Review the Sdn Bhd compliance checklist.
Frequently asked questions
What is the difference between an AGM and an EGM?
An AGM is the yearly members’ meeting that section 340 requires of public companies. An EGM is the common name for any other members’ meeting called for specific business. The Companies Act 2016 regulates both as meetings of members, with extra AGM rules for public companies.
Does a Sdn Bhd need to hold an AGM or EGM?
A Sdn Bhd has no statutory duty to hold an AGM. It need hold an EGM only if a matter legally requires a meeting, members requisition one, or the constitution requires one. Routine decisions can be passed as written resolutions under sections 297 to 308.
What does EGM stand for?
Extraordinary general meeting. The phrase is common in practice and in many constitutions, but the Companies Act 2016 refers to meetings of members and general meetings. The statutory rules on notice, quorum and voting apply whatever name the company gives the meeting.
How much notice is needed for an EGM in Malaysia?
For a private company, at least 14 days, unless a special resolution is proposed, which needs at least 21 days. A public company needs at least 14 days for non-AGM meetings and 21 days for an AGM. Your constitution can require longer.
Who can call an EGM?
The Board can convene a meeting (section 310). A member with at least 10% of issued share capital may also convene one, and members with at least 10% of paid-up voting capital can requisition the directors. In a private company the requisition threshold can be 5% in some cases.
How quickly must directors respond to a requisition?
Directors must call the meeting within 14 days of the requisition and hold it not more than 28 days after the date of the notice (section 312). If they fail, the requisitioners can call it themselves within three months, with reasonable expenses reimbursed by the company.
What is the quorum for a general meeting?
Two members present personally or by proxy unless the constitution specifies a higher number, or one member for a company with a single member (section 328). Proxies appointed by one person count as one, and a corporation’s representatives count as one member.
Can an EGM be held online?
Subject to the constitution, a meeting may use technology that lets members participate, speak and vote across more than one venue (section 327). The main venue must be in Malaysia and the chairperson must be present at that venue. Check the constitution before relying on virtual attendance.
What happens if a public company misses its AGM?
The company and its officers commit an offence with a fine up to RM20,000 (section 340(6)), and the Court may order a general meeting on a member’s application. The company can apply to the Registrar for an extension, for which SSM’s fee schedule lists a fee.
Who organises a shareholders’ meeting for me?
Your company secretary normally prepares the notice, proxy forms, resolutions and minutes. Axecta provides this service: we draft the notice with the right period and proxy statement, take the minutes and file any SSM follow-up. See our company secretarial service page.
Planning a shareholders’ meeting or EGM?
Axecta Management Services is a full-suite accounting, company secretarial and consulting firm in Kuala Lumpur, serving companies from SMEs to MNCs.
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Keep reading
Official sources to check
- Companies Act 2016 (sections 292, 309 to 318, 321, 322, 327 to 330, 334, 340)
- SSM fee schedule
- SSM training brochure
This article is general information and not legal, tax or accounting advice for your company. Rates, thresholds, deadlines and procedures change, so confirm current requirements with the sources above or with Axecta.