# Removing a Director: Why a Written Resolution Will Not Work

> Section 206 of the Companies Act 2016 lets a private company remove a director by ordinary resolution, but s.297(2)(a) prohibits doing it by written resolution — a general meeting is required.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/company-secretary/remove-a-director

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The majority shareholder has the votes. The secretary drafts a written resolution
removing the director, circulates it, collects signatures, and lodges the change
with SSM. It looks clean, it looks fast, and it is defective on the face of the
Act.

**Section 297(2)(a) of the Companies Act 2016 states that a resolution under s.206
to remove a director before the expiration of his term of office shall not be
passed as a written resolution.** It is one of only two resolutions the Act
carves out of the written-resolution regime — the other, in s.297(2)(b), is the
removal of an auditor under s.276.

A general meeting is required. There is no workaround inside the Act.

## What does s.206 allow?

Section 206(1) draws the line by company type:

- **(a) private company** — subject to the constitution, a director may be removed
  before the expiration of his period of office **by ordinary resolution**;
- **(b) public company** — removal is in accordance with the section, and s.206(2)
  provides that **notwithstanding anything in the constitution or any agreement
  between the company and the director**, the company may by ordinary resolution
  at a meeting remove the director before the expiration of his tenure.

The asymmetry is deliberate. In a private company the constitution can qualify the
power. In a public company it cannot — the statutory power overrides both the
constitution and any contract with the director.

Section 206(3) requires **special notice** of a resolution to remove a director
under the section, or to appoint another person in his place at the same meeting.

Two further public-company rules follow. Under **s.206(4)**, where a director was
appointed to represent the interests of a particular class of shareholders or
debenture holders, the resolution to remove him **does not take effect until his
successor has been appointed**. And under **s.206(5)**, a director appointed in
place of a person removed is treated, for retirement-rotation purposes, as if he
had become a director on the day the removed director was last appointed.

## What rights does the director have?

Section 207 is written for public companies. On receipt of the special notice, the
company must **forthwith** send the director a copy — s.207(1). He is entitled to
make oral or written representation of reasonable length on the resolution —
s.207(2). If he makes written representations and asks that members be notified,
the company must state the fact in the notice of the resolution and send a copy of
the representations to every member who receives notice of the meeting — s.207(3).

If the representations arrive too late, or the company defaults, s.207(4) lets the
director require them to be **read out at the meeting**, without prejudice to his
right to be heard orally. Section 207(5) allows the Court, on the application of
the company or any aggrieved person, to relieve the company of these obligations
where the rights are being abused, and s.207(6) allows the Court to order the
director to pay the company's costs of that application.

**Section 207(7)** is the provision to check in a private-company dispute: the
constitution of a private company **may provide** these rights to its directors.
They are not automatic — but where the constitution has adopted them, ignoring
them is a defect in the removal.

## What follows the vote?

Removal vacates the office under **s.208(1)(c)**. That triggers:

- notification to SSM **within fourteen days** under s.58(1)(c), fine up to
  RM50,000 plus RM500 a day under s.58(4); and
- updating the company's own register of directors **within fourteen days** under
  s.57(4).

Check s.196 before the meeting, not after. If removal would take the board below
one director for a private company or two for a public company, or below the
number of directors who ordinarily reside in Malaysia, appoint the replacement at
the same meeting — s.206(3) contemplates exactly that.

## Common mistakes

**Using a written resolution.** Prohibited by s.297(2)(a). This is the error the
page exists to correct, and it appears in a large share of published Malaysian
guidance.

**Assuming the constitution is irrelevant.** For a **private** company s.206(1)(a)
is expressly subject to it. A constitution may require a higher majority or
additional steps.

**Skipping special notice.** Section 206(3) requires it, and in a public company
it starts the s.207 representation machinery.

**Removing the last qualifying director.** Nothing in s.206 suspends s.196(1) or
s.196(4). Appoint the replacement in the same meeting.

**Treating removal as ending every claim.** Compensation for loss of office is
separately regulated — see s.227 and s.230.

## What's next

If the departure is consensual, the mechanics are different and simpler — see
[appointing and resigning a director](/en/company-secretary/appoint-resign-director).
Any payment made on exit needs to clear
[directors' fees and compensation approval](/en/company-secretary/directors-fees-approval),
and the underlying duties that usually prompt a removal are set out in
[directors' duties](/en/company-secretary/directors-duties).

## Sources

- Companies Act 2016 (Act 777), reprint as at 1 August 2022 — 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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