Does a Sdn Bhd Need to Hold an AGM? What the Companies Act 2016 Says

By Axecta Management Services, Kuala Lumpur · Last verified: 29 October 2026

The short answer: no statutory AGM for a Sdn Bhd

Under the Companies Act 2016.pdf), the duty to hold an annual general meeting sits in section 340, and it opens with the words “Every public company shall hold an annual general meeting in every calendar year”. A private company is not named. That is the whole legal answer: a Sdn Bhd does not have to call its members together once a year just because a year has passed.

SSM says the same thing in its own training material. Its 2025 course brochure on AGM, accounts and annual returns under the Companies Act 2016 states that an AGM is mandatory for public companies, whereas private companies may need to hold one if their constitution requires it.

That last qualification matters. “No statutory AGM” does not mean “no yearly decisions”. Every Sdn Bhd still has annual filings to make and decisions to record, and some constitutions or shareholders’ agreements add their own meeting requirements. This article explains what replaces the AGM in practice.

What section 340 actually requires (and of whom)

The section sets out a specific set of rules for public companies. Reading it side by side with the private company position makes the difference clear.

The extension fee is taken from item 23 of the SSM fee schedule (P.U. (A) 37)/table-of-fees/lampiran_2-table_of_feese.pdf); fees can be revised, so confirm the figure on SSM’s site before paying.

Why the confusion exists

Many owners remember the old regime, where a company’s annual return and its audited accounts were tied to the AGM date. SSM’s Part H FAQ on the annual return explains the transition: for private companies, the lodgement format under the 2016 Act refers to the date the financial statements were circulated, not to an AGM. The annual return and the financial statements are now separate obligations. See annual return vs financial statements for how they differ.

What a Sdn Bhd must still do every year

Dropping the AGM does not drop the compliance calendar. The core items are:

The annual return and the financial statements are filed through SSM’s MBRS platform, where the lodger must hold an active practising certificate under section 241. Our guide on the practising certificate requirement explains why that affects who can file for you. For consequences of missing the deadline, read what happens if a company fails to submit its annual return.

How a Sdn Bhd makes its yearly decisions without an AGM

A Sdn Bhd that skips the AGM still has to decide things: approve the accounts, reappoint the auditor, confirm directors, declare a dividend. There are two routes.

1. Directors’ decisions. The Board manages the company’s business (section 211). Approving the financial statements is a Board act (section 251). A Board can pass a resolution at a meeting or in writing, signed by all directors entitled to receive notice under the Third Schedule. See how to hold a board meeting.
2. Members’ decisions. Matters reserved for shareholders can be passed as a written resolution under sections 297 to 308, available to private companies only, or at a meeting of members convened under sections 309 onward. See written resolutions for a Sdn Bhd.

If you are unsure which decisions belong to which body, directors’ resolution vs shareholders’ resolution sets out the split.

Decisions that still need an actual meeting

Some things cannot be done on paper alone. Section 297(2) says two resolutions shall not be passed as written resolutions: removing a director before the end of the term under section 206, and removing an auditor before the end of the term under section 276. SSM’s Company Directors’ Responsibilities booklet.pdf) repeats the point for directors: the resolution must be passed at a meeting of members. Section 206(3) also requires special notice for such a resolution, which under section 322 means notice of the intention to move it reaches the company at least 28 days before the meeting.

Members can also force a meeting. Under section 311, members holding at least 10% of the paid-up voting capital can requisition one, and a private company’s members holding at least 5% can do so if more than twelve months have passed since the last requisitioned meeting. The directors then have 14 days to call it. So even without an AGM, a determined shareholder group can make the Board convene. See AGM vs EGM in Malaysia for how that works.

Illustrative scenario: a three-shareholder Sdn Bhd

This is an illustration, not a client case. Assume a Sdn Bhd with a December year end and three shareholders, two of whom are directors. The constitution says nothing about an AGM.

• January to March. The accountant finalises the financial statements. The two directors sign the Board approval; the secretary files the signed copy in the minute book.
• When the accounts are ready. The company circulates them to members and arranges the lodgement. No meeting is held.
• Anniversary of incorporation (say 20 June). The secretary lodges the annual return within 30 days, so by 20 July.
• Reappointing the auditor. The three shareholders sign a written resolution; each signature is an authenticated document that identifies the resolution and indicates agreement (section 306). Once the required majority has agreed, the resolution is passed.
• A dispute. One shareholder wants a director removed. Because of section 297(2), this goes to a meeting of members with special notice.

What this means for different company types

• Typical Sdn Bhd with several shareholders. Written resolutions plus Board approvals cover almost everything.
• Single-member Sdn Bhd. One member present personally is a quorum at a members’ meeting (section 328(1)). If the sole member takes a decision that could be taken at a members’ meeting, section 344 requires the member to give the company details of the decision unless it was a written resolution; the fine is up to RM10,000.
• Foreign-owned Sdn Bhd. Written resolutions can be circulated and returned in electronic form (sections 300 and 306), which suits overseas shareholders. A corporate shareholder can appoint a representative to attend a meeting (section 333). At least one director must reside in Malaysia (section 196).

Common mistakes

• Assuming “no AGM” means no records. Written resolutions and minutes must be kept for at least seven years under section 341.
• Ignoring the constitution. Some constitutions require an annual meeting or set a higher quorum. Read yours.
• Using a written resolution for a director’s removal. Section 297(2) forbids it.
• Linking the annual return to the accounts. Under the 2016 Act they are separate filings with separate triggers.
• Leaving the sole-member decision unrecorded. Section 344 requires details of the decision to be given to the company.

Should you hold a voluntary annual meeting anyway?

There is no legal bar, and for companies with several unrelated shareholders a short yearly meeting often reduces disputes. If you do call a meeting of members, the private company notice period in section 316(1) is at least 14 days (21 days if any special resolution is to be passed under section 292), the notice must state the place, date, time and general nature of business (section 317), and it must go to every member, director and auditor (section 321). Quorum is two members present or by proxy unless the constitution says more (section 328(2)).

How Axecta helps

Axecta’s company secretarial team maintains a meeting and resolution calendar for each client: Board approvals of accounts, written resolutions for annual matters, annual return lodgement and record keeping. We also read your constitution so that you know early if it adds a meeting requirement. See our company secretarial service and the Sdn Bhd compliance checklist.

Next steps

1. Open your constitution and search for “annual general meeting” and “meetings of members”.
2. List the resolutions you pass each year and decide which will be Board decisions and which written resolutions.
3. Set the annual return date from your incorporation anniversary.
4. Confirm where your minute book and registers are kept and that members can inspect them.
5. Book a review with your company secretary before the next financial year end. A compliance calendar helps.

Frequently asked questions