# How Members Can Force a Company to Hold a Meeting

> The section 311 requisition procedure that lets shareholders compel directors to convene a meeting of members, the thresholds, the deadlines the directors then face, and what members can do when the board ignores them.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/company-secretary/egm-requisition

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Every Malaysian secretarial firm writes about meetings from the board's side,
because the board is the client. The result is that the one procedure a minority
shareholder actually needs — forcing a meeting the directors do not want — is almost
absent from the market.

It is in the Act, it is not difficult, and it runs on short clocks.

## Two separate routes into a meeting

The Act gives members two distinct mechanisms, and they are easy to confuse.

**Section 310 — convening directly.** A meeting of members may be convened by the
Board, *or* by any member holding at least **10% of the issued share capital**, or a
lower percentage specified in the constitution. For a company without share capital,
the figure is at least 5% in the number of members. No requisition, no waiting on the
directors.

**Section 311 — requiring the directors to convene.** Members may require the
directors to convene a meeting. This is the requisition route, it puts the mechanics
and cost onto the company, and it is the one with the enforcement machinery in
ss.312 and 313 behind it.

Note the different measures: s.310 speaks of **issued share capital**, s.311(3)(a) of
**paid-up capital carrying the right of voting**, excluding treasury shares. In a
company with partly-paid or non-voting shares these produce different answers.

## The thresholds under section 311

| Company | Threshold | Section |
| --- | --- | --- |
| Company with share capital | **10%** of paid-up capital carrying voting rights, excluding treasury shares | s.311(3)(a) |
| Company without share capital | **5%** of total voting rights | s.311(3)(b) |
| Private company, where more than 12 months has elapsed since the end of the last requisitioned meeting | **5%** of voting paid-up capital | s.311(4) |

The s.311(4) route is the underused one. It exists so a minority in a private company
cannot be locked out indefinitely, and it carries its own condition — the proposed
resolution must not be defamatory, vexatious or frivolous.

Under s.311(6), voting rights for both s.311(3) and s.311(4) are determined **at the
date the requisition is deposited** with the company. A board cannot defeat a
requisition by allotting shares after it lands.

## What the requisition must say

Section 311(2) sets four requirements. The requisition:

- shall be in hard copy or electronic form
- shall state the **general nature of the business** to be dealt with
- **may** include the text of a resolution intended to be moved
- shall be signed or authenticated by the person making it

Including the text is optional but almost always right. Where the requisition
includes it, s.312(2) obliges the company to reproduce that text in the notice of
meeting, which removes any argument about scope on the day.

Section 311(5) lists the only grounds on which a resolution cannot properly be moved:
it would be ineffective for inconsistency with written law or the constitution; it is
defamatory; it is frivolous or vexatious; or if passed it would not be in the best
interest of the company. These mirror s.302(2) on the written resolution side.

## The clocks the directors then face

Section 312(1) is tight:

- **14 days** from the date of the requisition to **call** the meeting
- the meeting must be **held** on a date **not more than 28 days** after the date of
  the notice convening it

Section 312(4) closes an obvious loophole. If the resolution is to be proposed as a
special resolution, the directors are treated as **not having duly called** the
meeting unless notice was given in accordance with s.292 — that is, at least 21 days.
Directors cannot comply on paper by issuing 14 days' notice for a resolution needing
21.

## When the directors do nothing

Section 313(1) applies where the directors were required to call a meeting and did
not do so in accordance with s.312. The requisitionists — or any of them representing
**more than one half** of the total voting rights of all those who requisitioned —
may call the meeting themselves.

Three conditions shape it:

- The meeting must be convened **within three months** of the date the directors
  received the requisition (s.313(3)).
- It must be convened in the same manner, as nearly as possible, as meetings convened
  by the directors (s.313(4)).
- Where the requisition included the text of a resolution, the notice must include it
  (s.313(2)).

Cost falls on the company. Section 313(6) requires reimbursement of the members'
reasonable expenses, and s.313(7) allows the company to retain that sum out of fees
or other remuneration due to the directors in default. The minority is not funding
the board's obstruction.

## The court route as backstop

Where the requisition machinery cannot work at all — a deadlocked board, a
shareholder who will not attend to deny a quorum — s.314 lets the Court, of its own
motion or on the application of a director, a member entitled to vote, or the
personal representative of such a member, order a meeting to be called, held and
conducted in any manner it thinks fit.

Section 314(4) is the practical teeth: the Court may direct that **one member present
in person or by proxy constitutes a quorum**. That defeats the quorum-denial tactic
outright.

For a public company that has failed to hold an AGM, there is a parallel and simpler
provision in s.340(5), under which the Court may order a general meeting on the
application of any member.

## Common mistakes

**Requisitioning when you could simply convene.** If you hold 10% of the issued share
capital, s.310 lets you call the meeting yourself without waiting 14 days for the
directors. Check which route is faster before writing to the board.

**Measuring the threshold against issued capital instead of voting paid-up capital.**
Section 311(3)(a) is the latter, net of treasury shares.

**Omitting the text of the resolution.** Optional under s.311(2)(c), but without it
the board controls what appears in the notice.

**Letting the three months lapse.** Section 313(3) runs from the date the directors
received the requisition, not from the date they defaulted. The 14-day and 28-day
periods eat into it.

**Assuming a director can be removed by this route in a private company without a
meeting.** The requisition gets you the meeting, which is exactly the point:
s.297(2)(a) bars removal of a director by written resolution, so a minority pushing a
removal must go through ss.311 to 313.

## What's next

Deposit the requisition in a way you can prove — date-stamped delivery to the
registered office — because every deadline in ss.312 and 313 runs from that date.

If the object is a director removal, read `remove-a-director` for the resolution type
and the special notice position. For the notice periods that apply to the resulting
meeting, see `resolution-notice-periods`.

## Sources

- Companies Act 2016 (Act 777), reprint as at 1 August 2022 — ss.310–314 convening meetings — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)
- Companies Act 2016 (Act 777) — ss.292, 316 notice periods and s.340(5) court-ordered meetings — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)
- Companies Act 2016 (Act 777) — s.297 written resolutions and s.206 removal of directors — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (SSM)

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