The Registrar of the Companies Commission of Malaysia (“Registrar”) issued Practice Note No. 9 of 2024 (“P.N. 9/2024”) to clarify the procedures and requirements relating to the notification of appointment or removal of directors under the Companies Act 2016 (“CA 2016”).
 
P.N. 9/2024 revokes Practice Note No. 16/2013 issued by the Registrar on 15 November 2013 in relation to the notification requirements relating to the appointment or removal of directors under the repealed Companies Act 1965¹.
 
Time frame for notification
 
Section 58(1) of the CA 2016 requires a company to notify the Registrar, inter alia, of the appointment or removal of a director within 14 days after: (a) the date of incorporation of the company; or (b) the date a person becomes or ceases to be a director of the company, as the case may be.
 
Signatories and supporting resolutions
 
The notification to be lodged with the Registrar in respect of the appointment or removal of a director shall comply with the provisions of paragraphs 6 to 8 of P.N. 9/2024.
 
Appointment of directors

In relation to the appointment of directors, paragraph 6(a) of P.N. 9/24 provides as follows:
 

i)

The notification of appointment of a new director at a general meeting shall be accompanied by an extract of resolution passed at the general meeting of the company. The extract of resolution must be signed by at least one of the existing directors (other than the newly appointed director) and the existing secretary; and

ii)

The notification of appointment of a new director to fill a casual vacancy or as an additional director of the company shall be accompanied by an extract of resolution of the board of directors. The extract of resolution must be signed by at least one of the existing directors (other than the newly appointed director) and the existing secretary.

Removal of directors
 
In relation to the removal of directors, paragraph 6(b) of P.N. 9/24 provides as follows:
 

i)	The notification of removal of directors shall be accompanied by an extract of resolution passed at the general meeting of the company. The extract of resolution must be signed by a director at the time when the resolution was passed and by the secretary; and

ii)

In the case of the removal of the whole of the board of directors, the extract of resolution of the general meeting must be signed by:   any one of the directors so removed or the secretary at the time when the resolution was passed; or the newly appointed director and the secretary at the time when the resolution was passed; or the newly appointed secretary at the time the resolution was passed.

Directors not contactable or secretary has resigned
 
Paragraph 8 of P.N. 9/2024 provides that the notification requirements in paragraph 6(b)(ii) of P.N. 9/2024 will apply in circumstances where none of the directors can be contacted or the secretary has resigned pursuant to section 237(2) of the CA 2016².
 
Comments
 
The introduction of the alternative modes of notification in paragraph 6(b)(ii) of P.N. 9/2024 to cater for a situation where all of the directors have been removed provides greater flexibility in the notification requirements and is to be welcomed.
 
Alert by Tan Wei Liang (Partner) and Chong Cai Yi (Associate) of the Corporate Practice of Skrine.

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