# Special vs Ordinary Resolution in Malaysia: Which One Your Company Needs

> Under Malaysia's Companies Act 2016, an ordinary resolution passes on a simple majority (over 50%) while a special resolution needs at least 75% and longer notice — this guide maps every common corporate action to the resolution type and statute section it requires.

- Category: company-secretary
- Language: en
- Status: published
- Updated: 2026-08-14
- Canonical: https://negaraku.md/en/company-secretary/special-resolution

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Two numbers separate a routine shareholder decision from a structural one: 50% and
75%. Get the resolution type wrong and you either fall short of the majority the
Companies Act 2016 demands, or you give three weeks' notice for something that only
needed two. This guide answers the real question — which resolution does *your*
specific action need, and how do you actually pass it as a private Sdn Bhd?

## What is the actual difference between the two?

Both resolution types are defined back-to-back in the Companies Act 2016, and both
cover votes at a meeting and votes on a written resolution.

| | Ordinary resolution | Special resolution |
| --- | --- | --- |
| Majority | **More than half** of members who vote | **Not less than 75%** of members who vote |
| Governing section | s.291 | s.292 |
| On a poll | More than half of the total voting rights | Not less than 75% of the total voting rights |
| Notice period | At least **14 days** (ordinary business) | At least **21 days** |

The majority is measured against the members who are entitled to vote and actually
do vote — in person, by proxy, or on a written resolution — not against the whole
membership. On a poll, an ordinary resolution passes on members representing more
than half of the total voting rights (s.291), while a special resolution needs
members representing not less than 75% of the total voting rights (s.292).

## How does a private Sdn Bhd actually pass one today?

Most Malaysian companies are private, and the practical reality is that they rarely
pass resolutions in a physical meeting at all. Only a public company is required to
hold an annual general meeting under section 340; private companies are no longer
required to hold AGMs.

Instead, only private companies may pass resolutions by **written resolution**
(section 290). The procedure is set out in sections 297 to 308. Two mechanics matter:

- A proposed written resolution **lapses if it is not passed within 28 days** of
  circulation (section 307).
- When passed in writing, an ordinary resolution is agreed by a simple majority and a
  special resolution by at least 75% (section 306(4)) — the same thresholds as a
  meeting.

So the threshold does not change when you drop the meeting; only the mechanism does.

## Which action needs which resolution?

The Act does not leave the choice to the company. For a defined set of structural
decisions it prescribes a special resolution, and nothing less will do.

| Decision | Resolution | Section |
| --- | --- | --- |
| Alter, adopt or revoke the constitution | Special | s.36 |
| Change the company's name | Special | s.28 |
| Reduce share capital — court-confirmed route | Special | s.116 |
| Reduce share capital — solvency-statement route | Special | s.117 |
| Members' voluntary winding up | Special | s.439 |

A company may alter, adopt or revoke its constitution only by a special resolution
requiring not less than 75% of members (section 36). Watch the follow-on step: after
a section 36 resolution, the company must lodge the amended constitution with SSM
within 30 days of the resolution's date. A members' voluntary winding up is commenced
by the members passing a special resolution to wind up the company (section 439).

For everything the Act does not single out, an ordinary resolution and its simple
majority carry the day.

## Has this rule always been 75%?

Yes. This is stable statute law. Under the predecessor Companies Act 1965 (section
152), a special resolution already required a majority of not less than three-fourths
of members and not less than 21 days' notice. The 2016 Act carried that
three-quarters / 21-day standard forward, which is why the numbers you find in older
guidance still hold.

## What's next

Confirm your company's constitution before relying on the Act's defaults — a
constitution can raise a threshold, though it cannot shorten the 21-day
special-resolution notice. Then match your specific action to the table above: if it
appears there, you need a special resolution and its 75% majority; if it does not, an
ordinary resolution is enough. Private companies should default to the written-
resolution route under sections 297 to 308, mindful of the 28-day lapse.

## Sources

- Companies Act 2016 (Act 777), official English text — https://www.ssm.com.my/Pages/Legal_Framework/Document/Companies%20Act%202016_Akta%20777_BI%20(1.8.2022).pdf (Companies Commission of Malaysia (SSM))
- Three Types of Shareholder Meetings in Malaysia — https://malaysia.acclime.com/guides/shareholder-meetings/ (Acclime Malaysia)
- Malaysian Companies Act 2016: an overview — https://www.accaglobal.com/gb/en/student/exam-support-resources/fundamentals-exams-study-resources/f4/technical-articles/mys-comp-act.html (ACCA (Association of Chartered Certified Accountants))
- A Guide to Company Constitutions under Malaysia's Companies Act 2016 — https://mahwengkwai.com/guide-to-company-constitutions-under-malaysias-companies-act-2016/ (MahWengKwai & Associates)
- Companies Act 1965, Section 152 — Special resolutions — https://www.ssm.com.my/acts/fscommand/act125s0152.htm (Companies Commission of Malaysia (SSM))

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