Category Company Law

Practical Guide to Directors’ Duties and Powers Under the Companies Act 2016

Directors play a crucial role in managing companies in Malaysia, but their powers come with significant legal responsibilities. This article explains the key duties, powers, and obligations of directors under the Companies Act 2016, including fiduciary duties, conflicts of interest, board decision-making, and corporate governance requirements. Understanding these rules helps directors minimise legal risks and ensure compliance.

Holding Company vs Subsidiary: What’s the Difference?

Understanding the difference between a holding company and a subsidiary is important for business owners in Malaysia. This article explains how corporate group structures work under the Companies Act 2016, including concepts such as ultimate holding companies, wholly-owned subsidiaries, and related corporations. It also explores why businesses use these structures for expansion, asset protection, and risk management.

A Simple Guide to Private Companies

Private companies in Malaysia are mainly structured as companies limited by shares, limited by guarantee, or unlimited companies under the Companies Act 2016. Most businesses operate as Sdn Bhd companies due to limited liability and flexibility. This article explains each structure in simple terms, helping entrepreneurs understand how liability, profit distribution, and legal obligations differ between private company types.

A Practical Guide to Shareholders’ Agreements

A shareholders’ agreement is a vital document for private companies in Malaysia, setting out how decisions are made, rights are protected, and disputes are resolved. By clearly defining roles, safeguards, and exit mechanisms, it helps prevent conflicts and ensures both majority and minority shareholders are treated fairly while maintaining transparency and business continuity.

Voting On A Written Resolution – Voting Power vs Headcount

Section 291(1) of the Companies Act 2016 allows members of a company to pass ordinary resolutions by written means if approved by a simple majority of those entitled to vote. Malaysian courts have clarified that “more than half” refers to a majority of voting rights, not headcount, reinforcing that shareholding—not number of members—determines control in written resolutions.

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