Resolution Of The Sole Shareholder

Resolution Of The Sole Shareholder for Malaysia

Resolution Of The Sole Shareholder Template for Malaysia

A Resolution of the Sole Shareholder is a formal document under Malaysian corporate law that records decisions made by the single owner of a company. This document, governed by the Companies Act 2016, serves as an official record of corporate decisions made without the need for a formal shareholders' meeting. It can cover various corporate actions including appointment of directors, approval of financial statements, declaration of dividends, or major corporate transactions. The document must comply with Malaysian legal requirements and should be maintained in the company's records as evidence of proper corporate governance.

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What is a Resolution Of The Sole Shareholder?

A Resolution of the Sole Shareholder is utilized in Malaysian companies where all shares are held by a single shareholder, whether an individual or corporate entity. This document type is specifically recognized under the Companies Act 2016 and provides a streamlined method for documenting shareholder decisions without the formality of general meetings. It's commonly used for routine corporate matters such as adopting annual accounts, appointing directors or auditors, declaring dividends, or approving significant corporate actions. The document must be properly executed and maintained in the company's records, and may need to be filed with the Companies Commission of Malaysia (SSM) depending on the nature of the resolution. While more informal than a general meeting, these resolutions carry the same legal weight and must comply with all relevant Malaysian corporate law requirements.

What sections should be included in a Resolution Of The Sole Shareholder?

1. Title and Date: Clearly states this is a Resolution of the Sole Shareholder with the date of the resolution

2. Company Details: Full legal name of the company, registration number, and registered address

3. Shareholder Details: Identity and details of the sole shareholder making the resolution

4. Preamble: States the capacity of the sole shareholder to make decisions and references relevant sections of the Companies Act 2016

5. Resolutions: Clear statement of each resolution being passed, numbered if multiple resolutions

6. Declaration: Statement confirming the resolutions were duly passed in accordance with the company's constitution and applicable laws

7. Execution: Signature block for the sole shareholder with date of signing

What sections are optional to include in a Resolution Of The Sole Shareholder?

1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need context

2. Notice of Waiver: Statement waiving notice requirements, used when immediate effect is needed

3. Corporate Representative Details: Required when the sole shareholder is a corporate entity acting through an authorized representative

4. Conditions Precedent: Include when the resolution's effectiveness is subject to certain conditions being met

5. Effective Date: Specific section about when the resolution takes effect, used when implementation is delayed or conditional

What schedules should be included in a Resolution Of The Sole Shareholder?

1. Schedule of Resolved Matters: Detailed description of complex matters being resolved, such as specific terms of transactions or appointments

2. Supporting Documents: List and copies of any documents referenced in the resolutions

3. Corporate Details: Relevant corporate information such as share capital details or subsidiary information when relevant to the resolutions

4. Form of Notice: Template for any required notices to authorities or other parties as a result of the resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Cost

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Members Written Resolution

A formal document under Malaysian law allowing company members to pass resolutions without holding a physical meeting, as provided for under the Companies Act 2016.

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