How Do Malaysian Companies Call and Conduct an Extraordinary General Meeting?

Can shareholders force your company to vote on a major decision before the next annual meeting? In Malaysia, they can — the extraordinary general meeting (EGM) exists precisely for business that cannot wait.

In this guide, we explain when an EGM in Malaysia is needed and who may call it. We cover notice, quorum, voting and applicable SSM lodgements through the Corporate Registry System (CRS).

What Exactly Is an EGM Under the Companies Act 2016?

An EGM is simply a members' meeting other than the annual general meeting (AGM), and the Companies Act 2016 regulates it as a general meeting.

Legally, the term extraordinary general meeting appears nowhere in the Companies Act 2016. The Act distinguishes the AGM from every other general meeting, and practitioners kept the old EGM label for the latter.

Two features of company law in Malaysia sharpen the distinction. First, a private company is not required to hold an AGM under section 340. Its other members' meetings are commonly called EGMs. Second, public companies generally hold AGMs each year, subject to the first-AGM exception and any approved extension; their EGMs can address business in between.

One practical shortcut deserves mention. Members of a private company can often approve decisions by written resolution instead of meeting. The constitution and the Act may restrict this option.

Who Can Call an EGM in Malaysia?

Directors, eligible members and the Court can initiate a members' meeting through distinct statutory routes.

Calling rights determine who may set the date, and the Companies Act 2016 recognises three routes. Your company's constitution may add rights, but it cannot remove the statutory ones.

A company secretary typically helps arrange the meeting and issue notice for whoever is entitled to convene it.

1. The directors

Under section 310 of the Companies Act 2016, the board may convene a members' meeting. Common triggers include an urgent share issue, a change of name, a capital restructuring or a shareholder dispute that needs a formal vote.

2. Eligible members

Under section 310, a member holding at least 10% of issued share capital may convene a meeting directly. The constitution may set a lower threshold. In a company without share capital, at least 5% of members may convene one.

Alternatively, section 311 lets members requisition a meeting. The usual threshold is 10% of voting paid-up capital, excluding treasury shares. For a company without share capital, it is 5% of total voting rights. A 5% threshold may also apply to a private company if the Act's conditions are met, including the 12-month condition.

The signed or authenticated requisition must state the general nature of the business. Directors must call the meeting within 14 days and hold it within 28 days after notice. If they fail to comply, the requisitionists may convene it themselves. The meeting must be held within three months after the directors received the requisition. The company must reimburse reasonable expenses caused by the directors' failure.

3. The Court

Section 314 empowers the Court to order a meeting when calling or conducting one is impracticable. The Court may also direct how it should be conducted. This is the last resort, used mainly in deadlocked companies.

What Business Do EGMs in Malaysia Usually Cover?

Most EGMs in Malaysia deal with constitutional, capital or boardroom changes that need shareholder approval quickly.

An EGM can transact many kinds of members’ business, subject to the Act, the constitution and the notice rules, but it cannot replace business specifically required at an AGM. In practice, EGMs in Malaysia cluster around a handful of recurring matters:

• Changing the company name, which requires a special resolution and an RM100 application to SSM under section 28.
• Adopting a constitution under section 32, or altering one under section 36. The fee for lodging an alteration is RM30.
• Varying class rights or reducing capital. A capital reduction can follow a Court-confirmed route or the statutory solvency-statement route.
• Removing a director under section 206. Special notice is required, and public-company directors have statutory rights to be heard.
• Electing directors where the constitution reserves appointments to members.
• Approving major transactions, or beginning a members' voluntary winding-up.

Listed issuers face an extra layer. Bursa Malaysia's Listing Requirements add poll voting, circulars and disclosure duties on top of the Companies Act 2016.

We regularly support multinational companies in Malaysia whose subsidiaries must hold EGMs in step with group decisions. Companies that rely on nominee director services should also involve their provider early, since a boardroom change can affect reporting arrangements.

How Much Notice Does an EGM in Malaysia Need?

Allow at least 21 days for a special resolution and 14 days for other EGM business, subject to applicable requirements.

Timing is where most EGM mistakes happen, so build your calendar backwards from the meeting date. Sections 292 and 316 of the Companies Act 2016 govern the notice periods.

Allow at least 21 days for a special resolution and 14 days for other EGM business. The constitution may require longer notice. For a non-AGM meeting covered by section 316, shorter notice requires a majority in number of eligible members to agree. They must also hold at least 90% of the relevant shares for a private company, or a higher constitutional threshold up to 95%. For a public company, the threshold is 95%. Companies without share capital use the applicable percentage of voting rights. Seek advice before shortening notice for a special resolution: section 292 separately requires 21 days.

The notice must reach every member, every director and the company's auditor. It must state the place, date, time and general nature of the business. It must prominently explain members' proxy rights. For a special resolution, it must include the resolution's text and state that it is proposed as special. An accidental omission to notify one member does not invalidate the meeting, but deliberate exclusion invites challenge.

How Is the Meeting Conducted on the Day?

A defensible EGM comes down to four formalities: quorum, chairmanship, voting and minutes.

Two attendance rules cut across all four formalities. Members may appoint a proxy, who need not be a member. Deposit the instrument at the registered office or the specified place in Malaysia at least 48 hours before the meeting. For a poll, section 334 also provides a 24-hour deadline before the poll. A corporate member may instead send an authorised representative.

Subject to the constitution, technology may connect multiple venues if members can participate, speak and vote. The main venue must be in Malaysia, with the chairperson present there. SSM also permits virtual general meetings subject to the applicable requirements.

Step 1: Confirm the quorum

For a company with more than one member, the default quorum is two members present personally, by proxy or corporate representative. The constitution may require a higher number. For a single-member company, one member personally present constitutes a quorum. No business should be transacted until the chairman is satisfied the quorum stands.

Step 2: Appoint the chairman

The constitution usually names a chairman, often a director. Failing that, the members present elect one. The chairman keeps order, puts each resolution to the meeting and announces the result.

Step 3: Take the vote

Voting is generally by show of hands unless a poll is demanded. Under section 330, the chairperson, three members present, or a qualifying member with 10% of voting rights may demand one. The Act also recognises a qualifying demand based on paid-up voting shares. Check the constitution and applicable listing rules. Listed issuers must conduct votes by poll under Bursa Malaysia's Listing Requirements.

Step 4: Record and keep the minutes

The chairman signs the minutes, which record attendance, the resolutions proposed and the results. Members may inspect the minutes, and the company relies on them when lodging documents with SSM.

What Must Be Lodged with SSM After an EGM?

Only the EGM outcomes that the Companies Act 2016 or SSM specifically require are lodged after the meeting, each within its own deadline and fee — and, since 14 July 2026, submitted through SSM's Corporate Registry System (CRS).

Once the votes are counted, the work shifts to compliance. There is no general requirement to lodge every EGM resolution or members' agreement. Specific provisions require particular documents or notifications, with different deadlines.

For a name change, notify SSM within 30 days after the special resolution. An adopted or amended constitution must be lodged within 30 days under section 32 or 36. For a variation of class rights, section 95 requires the authorising resolution or other document and a notice. These are due within 30 days after the variation takes effect, subject to the section's exception. Other outcomes can have different requirements.

Where a fee applies, it is fixed by SSM's official Table of Fees. For 2026, an application to change the company name under section 28 costs RM100. Lodging an altered constitution under section 36 costs RM30. An application to extend a lodgement deadline under section 609 costs RM100. Registering a charge that the EGM has approved costs RM300 for a private or public company, while issuing a certificate or a copy of a certificate costs RM20.

A second 2026 change matters here. CRS Phase 1 went live on 14 July 2026 for specified company lodgements, while annual returns and financial statements continue to be submitted through MBRS. MyCoID closed for submissions on 7 July 2026, and SSM extended its CRS late-lodgement fee waiver through 31 December 2026.

Finally, keep your own records straight. Update the registers of members, directors and allotments, issue new share certificates where applicable, and refresh stationery, bank mandates and contracts if the company's name changed. Where an EGM approves a restructuring involving instruments of transfer, check the stamping requirements through the e-stamping service in Malaysia and any available stamp duty relief with LHDN.

Conclusion

An EGM in Malaysia is a members' meeting other than an AGM. Confirm calling rights, give the required notice, secure quorum and conduct the vote. Then lodge any required documents with SSM by their applicable deadlines.

In practice, we help clients draft notices and proxy forms, verify quorum and run polls. We also prepare minutes and lodge required documents, name-change applications and constitutional amendments with SSM.

3E Accounting Malaysia is a Malaysia-based Corporate Services Provider within the 3E Accounting International Network spanning more than 110 countries, combining corporate secretarial depth with technology-enabled workflows. If your company needs to call an EGM in Malaysia — or would rather pass the same decisions in writing — speak with our team today.

Frequently Asked Questions