Under the Companies Act 2016, an ordinary resolution passes on a simple majority — more than half of the members who are entitled to vote and do vote (section 291). A special resolution needs a majority of not less than 75% (section 292) and at least 21 days' notice, against 14 days for ordinary business. Which one you need is fixed by the action: routine business runs on ordinary resolutions, while structural decisions — amending the constitution, changing the name, reducing capital, winding up — are reserved by statute for a special resolution.
- Ordinary resolution = simple majority, more than half of members who are entitled to vote and do vote (section 291).
- Special resolution = not less than 75% of those members (section 292).
- A special resolution needs at least 21 days' notice; a meeting for ordinary business needs at least 14 days.
- Private companies now pass resolutions by written resolution (section 290); a proposed written resolution lapses if not passed within 28 days of circulation (section 307).
- The action decides the type: constitution (s.36), name change (s.28), capital reduction (s.116/117) and members' voluntary winding up (s.439) all require a special resolution.
Who this applies to: Directors, shareholders and company secretaries of a Malaysian company (especially a private Sdn Bhd) deciding which type of members' resolution a specific decision requires and how to pass it.
On this page
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.
What percentage passes an ordinary resolution versus a special resolution?
An ordinary resolution needs a simple majority — more than half of the members who are entitled to vote and do vote in person, by proxy, or on a written resolution (section 291 of the Companies Act 2016). A special resolution needs a majority of not less than 75% of those members (section 292). On a poll, the same thresholds apply to the total voting rights of the members voting.
How much notice does a special resolution need?
A special resolution requires at least 21 days' notice, whereas a meeting for ordinary business requires at least 14 days' notice under the Companies Act 2016.
How does a private company pass a resolution without holding a meeting?
Only private companies may pass resolutions by written resolution (section 290). The procedure is set out in sections 297 to 308, and 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)).
Which decisions require a special resolution?
Altering, adopting or revoking the constitution (section 36), changing the company name (section 28), reducing share capital by the court route (section 116) or the solvency-statement route (section 117), and commencing a members' voluntary winding up (section 439) all require a special resolution.
The following are deliberately unstated or described only qualitatively until confirmed by a subject-matter expert:
- Short-notice consent thresholds under s.316(5): private company 90% (constitution may raise up to 95%), public company 95% — appeared only in secondary summaries; confirm against the official Act 777 text.
- 7-day deadline to lodge the members' voluntary winding-up resolution with SSM under s.439(2)(a) — confirm exact section and day count against statute/SSM form.
- Exact s.316 subsection breakdown for ordinary-business notice (private and public both 14 days, and the 21-day rule for special resolutions) — confirm precise subsection numbering.
- Change of company name being s.28 specifically (vs neighbouring sections) — confirm section number against Act 777.
- Whether show-of-hands vs poll mechanics are in s.291(2)/(3) and s.292(3)/(4) exactly as summarised — confirm subsection numbers.
- 30-day deadline to lodge an amended constitution after a s.36 special resolution and the RM10,000 / RM500-per-day penalty — confirm against statute (secondary source only).
Sources
- Companies Act 2016 (Act 777), official English text — Companies Commission of Malaysia (SSM)
- Three Types of Shareholder Meetings in Malaysia — Acclime Malaysia
- Malaysian Companies Act 2016: an overview — ACCA (Association of Chartered Certified Accountants)
- A Guide to Company Constitutions under Malaysia's Companies Act 2016 — MahWengKwai & Associates
- Companies Act 1965, Section 152 — Special resolutions — Companies Commission of Malaysia (SSM)
Change history
| Version | Date | Change | By |
|---|---|---|---|
| 01.00 | 14 Aug 2026 | Approved and published. | — |