Have your getting confuse when should be the time to request your COSEC in drafting resolutions and how it should work from the perspective of a Director?
1. What is Ordinary Resolution (S 291) ?
a. An ordinary resolution signed by a simple majority (more than 50% and above) of the members with at least 14 days notice;
b. Passed through who are present at meeting.
2. What is a Special Resolution (S 292)?
a. A special resolution signed by 75% of majority of the members;
b. A notice not less than 21 days.
3. When the Company needs an Ordinary Resolution?
a. Shares Allotment by exercising of the Directors’ power: S 78 and S 51 or granting rights to subscribe of shares S 75 (1);
b. Revoking of grants of rights;
c. Alteration of share capital: S 84 (1)
d. Shares conversion from paid-up to stock and reconvert into paid up shares S 86 (1);
e. Recommendations of members to the Board on matters of interest to the management of the Company S 195 (2);
f. Appointment, resignation, retirement and removal of directors S 202 (2), S 205 (2) ,S 205 (2) & S 206;
g. Acquisition and disposal of substantial portion of company’s undertaking of property S 223 (1);
h. Loan scheme to Directors S 224 (2) (d);
i. Authorization of loans making, guarantee and provision of security of the purpose of expenditure S 224 (3);
j. Payment for loss of office to the Directors & transactions S 227;
k. Approval of Directors’ fees (upon being requested by members withholding more than 10% voting rights S 230 (4);
l. Appointment of Auditor, removal and remuneration S 267 (4), S 274 (1) (a);
m. Proxy as chairperson of a meeting of members (S 336);
n. Authorizing of instruments;
o. Voluntary arrangement in meeting of members;
p. Application to Court for judicial management;
q. Voluntary winding up if the company is solvent S 432 (2);
r. Removal of a member of the committee of inspection.
4. When the Company needs a Special Resolution?
a. Change of Company’s Name: S 28;
b. Adopting, alteration or amendment of a constitution: S 32;
c. Converting from unlimited to limited company for non Bursa: S 40;
d. Converting from public to private or from private to public: S 41;
e. Variation of rights at the shareholding: S 91 (2)(b);
f. Capital reduction, by court or through by Solvency Statement: S 115, S 116 (6) and S 117 (1);
g. Providing financial assistance for procurement of own shares or shareholding company: S 126 (2);
h. Payment interest out from capital in the expenses of construction works which will not be making profit for a long period: S 130 (2);
i. Voluntary winding up: S 439 (1);
j. Company being wound up by Court: S 465 (1) (a);
k. Appointment of liquidator: S 457 (1).
Disclaimer:
The written article is cater for general referencing only and do consult your appointed COSEC for any further confirmation hence the writer shall not be responsible for any wrong interpretations or whatsoever ahead.