Short answer. Unless your constitution says otherwise, board proceedings follow the Third Schedule of the Companies Act 2016. A director or the secretary sends notice to every director in Malaysia stating date, time, place and matters; a majority of directors is the quorum if none is fixed; and minutes must be kept. Directors with an interest must declare it at the meeting.
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In this article
- What the law says about board meetings
- The Third Schedule rules at a glance
- Step-by-step: how to run a board meeting
- A model agenda
- Interests and conflicts at a board meeting
- What good minutes contain
- Board meeting or written resolution?
- Illustrative scenario: a four-director board
- What this means for different companies
- Common mistakes
- How Axecta helps
- Next steps
- Frequently asked questions
What the law says about board meetings
Directors of a Malaysian company act collectively as the Board, and the Board manages the business (section 211 of the Companies Act 2016.pdf)). Section 212 then provides that, subject to the constitution, the provisions in the Third Schedule govern the proceedings of the Board. If your constitution is silent on a point, the Third Schedule fills the gap. If it says something different, the constitution generally prevails, so read it first.
The Act does not set a minimum number of board meetings per year. How often to meet is a matter for your constitution and your needs. A small owner-managed company may meet only when decisions arise, while a company with outside investors or lenders usually meets quarterly.
The Third Schedule rules at a glance
| Topic | Rule (unless the constitution provides otherwise) |
|---|---|
| Chairperson | Directors may elect a chairperson and set the period. If none is elected, or the chair is not present within 15 minutes of the start time, the directors present may choose one for the meeting. |
| Who calls the meeting | A director, or the secretary if requested by a director. |
| Notice | Sent to every director who is in Malaysia, stating the date, time, place and the matters to be discussed. |
| Irregular notice | An irregularity is waived if all directors entitled to notice attend without objection. |
| How it is held | Directors forming a quorum assembled together, or by audio or audio-visual communication where all participating directors constituting a quorum can simultaneously hear each other throughout. |
| Quorum | Fixed by the Board; if not fixed, a majority of the directors. No business without a quorum. |
| Votes | One vote per director; the chairperson has a casting vote. |
| Passing a resolution | Agreed by all directors present without dissent, or a majority of votes cast in favour. A director present is presumed to agree unless they expressly dissent or vote against. |
| Minutes | The Board must ensure minutes of all proceedings are kept. |
| Written resolution | Signed or assented to by all directors then entitled to receive notice; valid as if passed at a duly convened meeting; may be several documents. |
The notice provision refers to directors who are in Malaysia. If a director is overseas, your constitution may require notice to them as well. Sending notice to everyone is the safer practice.
Step-by-step: how to run a board meeting
Need this done for you? Axecta’s company secretarial service team can handle this for your company. See the company secretarial service service.
- Decide the purpose and the date. List the decisions needed and any deadlines driving them, such as a loan offer, a tender or a filing.
- Check the constitution. Look at quorum, notice period, chair, remote attendance and any special approval rights.
- Send the notice. Include date, time, place (or the video link) and the matters to be discussed, as the Third Schedule requires. Attach the draft resolutions and papers.
- Prepare the agenda. Put declarations of interest first so conflicts are on record before any item is discussed.
- Confirm quorum. Check at the start and note arrival and departure times, because no business may be transacted without a quorum.
- Chair the meeting. Take items in order, allow discussion, and put each resolution to the vote. Record dissent clearly.
- Record the decisions. The secretary or a delegate takes minutes that capture decisions, not a transcript.
- Approve and sign the minutes. Circulate the draft promptly. Have the chair sign once approved, usually at the next meeting.
- Action the decisions. Update registers, lodge filings and instruct banks or advisers. Track owners and dates.
- File the minutes. Keep them with the company’s records; section 47 lists minutes of Board meetings among the documents to keep at the registered office.
A model agenda
| Item | Typical content |
|---|---|
| 1. Notice, quorum, chair | Confirm validity of the meeting |
| 2. Declarations of interest | Directors disclose interests in matters on the agenda (section 221) |
| 3. Minutes of previous meeting | Approve and sign |
| 4. Matters arising | Follow up open actions |
| 5. Financial performance | Management accounts, cash position, tax and SST position |
| 6. Compliance calendar | Annual return, financial statements, tax filings, resolutions due; see the compliance calendar |
| 7. Resolutions | Contracts, banking, appointments, approvals |
| 8. Any other business | Items notified in advance |
| 9. Next meeting | Date and close |
Interests and conflicts at a board meeting
Section 221(1) requires a director who is directly or indirectly interested in a contract or proposed contract with the company to declare the nature of the interest at a meeting of the board as soon as practicable after the relevant facts come to the director’s knowledge. SSM’s Company Directors’ Responsibilities booklet.pdf) notes that a general notice of membership of, or position in, a specified corporation or firm can be given under section 221(4), and must be given at a board meeting or read at the next board meeting after it is given.
Section 222(1) then limits participation: the interested director is counted only to make the quorum, may not take part in the discussion and may not vote. Section 222(2) lists exceptions, including a private company that is not a subsidiary of a public company. A director who contravenes section 222 commits an offence carrying imprisonment of up to five years or a fine of up to RM3 million, or both (section 222(4)). Record every declaration, and what the director then did, in the minutes. The full topic is in directors’ conflict of interest and disclosure.
What good minutes contain
- Company name, date, time, place or platform
- Names of directors present, absent and in attendance (for example, the secretary)
- Confirmation that notice was given and a quorum was present
- Declarations of interest and how they were handled
- Each decision, with the wording of the resolution and the vote or the statement that it was agreed without dissent
- Any dissent, expressly recorded (a director present is presumed to agree unless they dissent)
- Actions, owners and deadlines
- Signature of the chair
Minutes are evidence that the Board acted properly. They also help directors show that they exercised care and diligence, as section 213 requires. See directors’ duties.
Board meeting or written resolution?
| Situation | Better route |
|---|---|
| Routine, agreed matter such as a bank mandate | Written resolution signed by all directors |
| Complex or contested decision | Meeting |
| Directors in different countries | Video meeting under the Third Schedule, or a written resolution |
| Interested director whose vote is limited | Meeting, so the declaration and abstention are minuted |
| Any director might dissent | Meeting; a written resolution needs signature or assent from all directors entitled to receive notice |
A written resolution needs every director then entitled to receive notice to sign or assent, so it works best when agreement is already reached. See directors’ vs shareholders’ resolutions.
Illustrative scenario: a four-director board
Assume a Sdn Bhd has four directors, the constitution does not fix a quorum and the Board has not fixed one. Under the Third Schedule the quorum is a majority of the directors, so three. Two directors cannot decide alone.
The agenda includes a lease for new premises owned by a company in which Director C holds an interest. C declares the interest at the start. Under section 222(1), C counts toward the quorum but does not join the discussion or vote, unless one of the exceptions in section 222(2) applies (for example, a private company that is not a subsidiary of a public company). With A, B and D voting, two in favour and one against, a majority of the votes cast is in favour, so the resolution passes. The minutes record the declaration, who voted how, and C’s non-participation. If the vote had been tied, the chairperson’s casting vote would apply.
This illustrates the process only; whether an exception applies depends on the facts.
What this means for different companies
- Single-director Sdn Bhd. At least one director is required, and one must reside in Malaysia (section 196). A sole director may record decisions in a resolution or minute, but there is no meeting in the usual sense. Documenting the decision still matters for banks and auditors.
- Foreign-owned Sdn Bhd. Overseas directors can join by audio or audio-visual means under the Third Schedule. Make sure everyone can hear each other throughout and that the minute records how each attended.
- Companies with committees. Section 216 lets directors delegate powers to committees, officers and others, but the directors remain responsible for how the delegate exercises the power as if they had exercised it themselves, unless the exception in section 216(3) applies.
- Sole proprietors and partnerships. No board exists. Board procedures arise only after incorporation.
Common mistakes
- No notice, or notice without the matters. The Third Schedule requires the matters to be discussed to be stated.
- Quorum assumptions. Not checking whether the constitution fixes a different quorum from the default majority.
- Skipping declarations of interest. The interest must be declared and recorded.
- Minutes written months later. Late minutes are weak evidence and often wrong.
- Treating a chat message as a resolution. A written resolution must be signed or assented to by all directors entitled to receive notice.
- Not tracking actions. Filing deadlines are missed because nobody owns the follow-up.
How Axecta helps
Axecta’s company secretaries prepare notices, agendas and papers, attend as secretary where you want us to, draft minutes and written resolutions, and update the registers afterwards. For clients using video meetings we record attendance mode and keep the minute book. See our company secretarial service and what a company secretary does.
Next steps
- Check your constitution for quorum, notice, remote attendance and chair.
- Fix an annual board calendar: accounts approval, annual return, tax filings, budget.
- Adopt a standing agenda with a declarations of interest item.
- Decide who takes minutes and by when drafts circulate.
- Keep a template for written resolutions for routine matters.
Frequently asked questions
How often must a Sdn Bhd hold board meetings?
The Companies Act 2016 does not prescribe a minimum frequency. The constitution may, and good governance suggests meeting when decisions are needed, and at least around the approval of financial statements. Many companies also meet quarterly. Document the decisions either way, by minutes or written resolution.
What is the quorum for a board meeting?
It is fixed by the Board. If the Board has not fixed it, the Third Schedule says the quorum is a majority of the directors. No business can be transacted without a quorum. Your constitution may specify a different number, so check it first.
Can directors attend a board meeting by video call?
Yes, unless the constitution prohibits it. The Third Schedule allows a meeting held by audio or audio-visual communication where all participating directors constituting a quorum can simultaneously hear each other throughout the meeting. Record the method used in the minutes.
Who calls a board meeting?
A director may convene a meeting by giving notice, or the secretary may do so if a director asks. The notice goes to every director who is in Malaysia and must state the date, time, place and the matters to be discussed.
Does the chairperson have a casting vote?
Yes, under the Third Schedule the chairperson has a casting vote, and each director has one vote. A resolution passes if all directors present agree without dissent or a majority of votes cast are in favour. The constitution may change this, so check it.
Who keeps the minutes of a board meeting?
The Board must ensure the minutes are kept. In practice the company secretary drafts them and the chair signs after approval. Section 47 lists minutes of Board meetings among documents the company keeps at its registered office, and they should be retained with the company’s records.
What must a director do if they have an interest in a matter?
Declare the nature of the interest at a board meeting as soon as practicable after learning the facts (section 221(1)). Under section 222(1) the director counts for the quorum but does not discuss or vote, subject to the exceptions in section 222(2). Record both in the minutes.
Can the board pass a resolution without a meeting?
Yes. A written resolution signed or assented to by all directors then entitled to receive notice of a Board meeting is as valid as a resolution passed at a duly convened meeting, and may be in several documents. If one director will not sign, hold a meeting instead.
Is a sole director company required to hold board meetings?
There is no meeting in the usual sense when there is one director, but the director should still record decisions in a signed resolution or minute so banks, auditors and counterparties can see authority. Section 196 requires a minimum of one director, who must be resident in Malaysia.
Can Axecta act as secretary at my board meetings?
Yes. Axecta can prepare notices, agendas and papers, attend as secretary, and draft the minutes for the chair to approve. We also keep the minute book and statutory registers up to date. Details are on our company secretarial service page.
Need help running or minuting board meetings?
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
- Directors’ Resolution vs Shareholders’ Resolution in Malaysia
- Directors’ Conflict of Interest and Disclosure in Malaysia: Sections 221 to 230 Explained
- Board Resolution for Opening a Bank Account
- Directors’ Duties Under the Companies Act 2016: A Practical Guide
- Written Resolutions for a Sdn Bhd Under the Companies Act 2016
- AGM vs EGM in Malaysia: Differences, Notice and Who Can Call Them
- Shareholder Meetings: the full guide
Official sources to check
- Companies Act 2016 (sections 47, 211, 212, 216, 221, 222, Third Schedule)
- SSM Company Directors’ Responsibilities booklet
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.