# Notice Periods for Company Resolutions and Meetings in Malaysia

> Every members' meeting and resolution notice period in the Companies Act 2016 in one reference table, with the short-notice consent thresholds that competitors state inconsistently.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-07-20
- Canonical: https://negaraku.md/en/company-secretary/resolution-notice-periods

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Ask three Malaysian secretarial firms how many days' notice a special resolution
needs and you will get 14, 21 and "depends on the constitution". Only one of those
is right, and the constitution can only ever make it longer.

Here is every notice period in the Companies Act 2016 in one place, each against
its section.

## The full table

| What | Period | Section |
| --- | --- | --- |
| Meeting of members, private company | **14 days** minimum, or longer per the constitution | s.316(1) |
| AGM, public company | **21 days** minimum, or longer per the constitution | s.316(2)(a) |
| Any other meeting, public company | **14 days** minimum, or longer per the constitution | s.316(2)(b) |
| Meeting to pass a special resolution | **21 days** | s.292(1) |
| Special notice, where the Act requires it | **28 days** before the meeting | s.322(1) |
| Notice of an adjourned meeting | Required where the adjournment is **30 days or more** | s.318 |
| Directors to call a requisitioned meeting | **14 days** from the requisition | s.312(1)(a) |
| Requisitioned meeting to be held | **not more than 28 days** after the notice convening it | s.312(1)(b) |
| Members' own meeting after director default | **within 3 months** of the requisition | s.313(3) |
| Circulate a member-requisitioned written resolution | **21 days** | s.303(3) |
| Written resolution lapse | **28 days** from circulation date | s.307(1) |
| Public company: request to circulate a resolution | received **28 days** before the meeting | s.323(3)(d)(i) |
| Public company: request to circulate a statement | received **7 days** before the meeting | s.323(3)(d)(ii) |
| Deposit a proxy instrument | **48 hours** before the meeting | s.334(3) |
| Deposit a proxy for a poll | **24 hours** before the poll | s.334(3) |
| Notice of intention to issue shares for an acquisition | **14 days** before the issue | s.75(2)(d) |

Every period expressed as a minimum can be lengthened by the constitution. None of
them can be shortened by it — short notice runs through s.316(3) to (5) instead.

## Short notice: the thresholds people get wrong

Section 316(4) allows a meeting **other than an AGM** to be called on shorter notice
if agreed by a majority in number of the members entitled to attend and vote, being
a majority who together hold not less than the requisite percentage of the shares
giving that right, excluding treasury shares.

The requisite percentage under s.316(5) is:

- **90%** for a private company — or a higher figure specified in the constitution,
  capped at 95%
- **95%** for a public company

Two features are routinely dropped. First, it is a **double test**: a majority *in
number* of members, who *together hold* the requisite percentage. Ninety per cent of
the shares held by one of five shareholders is not enough. Second, a private
company's constitution can lift the bar but not beyond 95%.

For an **AGM**, s.316(3) requires the agreement of **all** the members entitled to
attend and vote. Unanimity, not 95%.

## Special notice is 28 days, not 21

Section 322(1) requires notice of the intention to move the resolution to be given
**to the company** at least 28 days before the meeting. It is a member-to-company
clock, and it sits on top of the ordinary notice the company then gives members.

Where the Act requires special notice, it says so expressly. The two main instances
are s.206(3), removing a director of a public company, and s.277(1), removing an
auditor.

Two mechanics are frequently missed:

- Under s.322(4), where it is not practicable to notify members with the meeting
  notice, the company must give members **at least 14 days** notice of the
  resolution by advertising it in one widely circulated Malay-language newspaper and
  one English-language newspaper in Malaysia, or as the constitution specifies.
- Under s.322(5), if the company calls a meeting for a date **28 days or less** after
  the special notice was received, the notice is deemed properly given anyway. A
  board cannot defeat special notice by rushing the meeting forward.

## What the notice must contain

Section 317(1) is short: the place, date and time, and the general nature of the
business. Section 317(2) makes including the text of a resolution optional — with
one hard exception.

For a special resolution passed at a meeting, s.292(5)(a) requires the notice to
include **the text of the resolution** and to state that it is proposed as a special
resolution. And s.292(5)(b) makes that statement binding: if the notice says
special, the resolution can only be passed as a special resolution.

Section 335(1) adds a separate mandatory item — every notice calling a meeting must
state **prominently** the member's right to appoint a proxy under s.334, on pain of a
fine up to RM10,000 for every officer in default. Section 335(3) preserves the
validity of the meeting regardless.

## Who must receive the notice

Section 321(1) requires notice of a meeting of members to be given to **every member,
director and auditor** of the company. Directors and auditors are routinely left off
Malaysian notice lists on the assumption that only shareholders vote — but the section
does not limit itself to persons entitled to vote.

Section 321(2) extends the list further. Where a person has become entitled to a share
in consequence of the death or bankruptcy of a member, and the company has been
notified of that entitlement **in writing**, that person must receive notice in place
of the member who would otherwise have been entitled. Until the written notification
arrives, the company may treat the registered shareholder as the only person entitled
under s.101(2).

The method is set by s.319: notice must be in writing and may be given in hard copy,
in electronic form, or partly in each. Under s.319(2), hard copy goes personally or by
post to the address the member supplied for that purpose, and electronic notice goes to
the electronic address supplied — or by publishing on a website. Website publication
only works if the company also gives a separate written notification under s.320(2)
stating that it concerns a meeting of members, the place, date and time, and (for a
public company) whether it is an AGM. Section 320(3) then requires the notice to stay
on the website from the date of that notification until the meeting concludes.

## Common mistakes

**Using 21 days for special notice.** It is 28 (s.322(1)). The 21-day figure belongs
to special resolutions (s.292(1)) and to public company AGMs (s.316(2)(a)).

**Treating short notice as a 90% shareholding test.** It is a majority in number
*and* the requisite percentage of shares (s.316(4)).

**Short-noticing an AGM on 95%.** Section 316(3) requires all members entitled to
attend and vote to agree.

**Omitting the resolution text from a special resolution notice.** Section 292(5)(a)
requires it. Without it, the resolution is not a special resolution.

**Forgetting the proxy statement.** Section 335(1) is a standalone offence, easy to
comply with and easy to overlook in a template.

## What's next

Counting days matters more than the table does. The Act sets minimum periods but
does not itself define whether the day of the notice and the day of the meeting are
counted — the safe practice is to exclude both and add clear days, and to check the
constitution, which frequently says so expressly.

For the written resolution route, which avoids most of this, see
`written-resolutions`. For who must hold an AGM at all, see `agm-requirements`.
For forcing a meeting the board does not want, see `egm-requisition`.

## Sources

- Companies Act 2016 (Act 777), reprint as at 1 August 2022 — ss.290–296 resolutions — 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.309–326 meetings and notice of 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.297–308 written resolutions and s.334 proxies — 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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