High Court: One member may requisition a general meeting under section 311(3)(a) of the Companies Act 2016

10 January 2022

1. whether a single member holding at least 10% of shareholding in a company can validly requisition a meeting of members pursuant to section 311(3)(a) of the Companies Act 2016 (‘CA 2016’) which requires the directors of a company to call for a meeting of members once the company has received a requisition to do so from ‘members representing at least ten per centum of the paid up capital of the company carrying the right of voting’; and 


2. whether a proposed director’s written consent to be appointed as a director and declaration that he is not disqualified from acting as a director as required under Section 201 of CA 2016 (‘Consent’) must be delivered together with a notice of requisition which includes a proposed resolution for the appointment of directors. 

1. a declaration that the EGM Notice is invalid, null and void; and 


2. an order that the convening of the EGM by the defendant is invalid, null and void. 

1. the EGM Notice was issued by only a single member whereas section 311(3)(a) of CA 2016 expressly requires the said notice to be issued by more than one member due to the use of the expression ‘members’ and plurality must have been the intention of Parliament in that regard; and 


2. the EGM Notice did not contain or attach the Consent of the proposed new directors and is therefore in breach of section 201 of CA 2016. 

1. the term ‘members’ in section 311 of CA 2016 includes the singular; and cited section 4(3) of the Interpretation Acts 1948 and 1967 (‘IA’) and the Court of Appeal’s decision in Kwan Hung Cheong & Anor v Zung Zang Trading Sdn Bhd [2018] MLJ 773 (‘Zung Zang CA’) in support of her contention; and


2. although section 201 of CA 2016 requires a proposed director to issue the Consent before he is appointed as a director, it did not require the Consent to be delivered together with the requisition notice and the Consent may be given any time, and in this case had been given before the resolutions are to be voted upon. 

1. one of the key changes in CA 2016 allows for the incorporation of a company with only one member; therefore the provisions of CA 2016 must be read harmoniously so as not to discriminate between companies with a single member and those with more than one member – if the plaintiff’s assertion is correct, it will mean that section 311(3)(a) does not apply to companies with a single shareholder;


2. although section 311(3)(a) uses the word ‘members’, in interpreting this provision, the Court is entitled to resort to section 4(3) of the IA that ‘Words and expressions in the singular include the plural, and words and expression in the plural include the singular’;


3. the Court of Appeal in Zung Zang CA applied section 4(3) of the IA in holding that the words ‘members’ and ‘requisitionists’ in section 144 of the Companies Act 1965 may be construed to refer to ‘member’ and ‘requisitionist’ in the singular in that section; and


4. the Court of Appeal’s decision in Zung Zang CA has been upheld by the Federal Court in Zung Zang Trading Sdn Bhd v Kwan Hung Cheong & Anor [2021] 4 MLJ 86, where our apex court stated that, ‘Having regard to the terms of s. 144(1) of the Companies Act [1965], KCHSB being the sole and only owner of Zung Zang and therefore its member holding "not less than one-tenth of the paid up capital" of Zung Zang, it is clear that KCHSB through PW1 as its corporate representative was vested with the authority to requisition the second EGM of Zung Zang.’