Are you a shareholder of a Malaysian Sdn Bhd and wondering if you can legally remove a director? Maybe you’re facing internal disputes, inactive directors, or want to restructure the company board.
This guide from Boss Boleh explains when and how a director can be removed——including what happens if you own 51% of the shares, and why sometimes an Extraordinary General Meeting (EGM) is required.
✅ Can a Shareholder Remove a Director in Malaysia?
Yes. Under Section 206(1) of the Companies Act 2016, a company director can be removed by ordinary resolution of the shareholders —— even if they are appointed for life or under contract.
Ordinary resolution= more than 50% of shareholders present and voting.
So, if you own 51% of the company, you have the power to remove director, provided all legal procedure are followed.
✅ When Do You Need to Call an EGM?
You’ll need to call an Extraordinary General Meeting (EGM) if:
- AGM is far away or already passed
- Special Resolutions (e.g. Amendments to the company’s Constitution or Articles of Association, change company name, Members’ Voluntary Winding Up)
- Urgent Business Decisions (e.g. Alteration of share capital or rights, removal of directors, acquisition or disposal of significant assets)
Calling an EGM ensures shareholders have the opportunity to deliberate and pass resolutions promptly, allowing the company to move forward without unnecessary delays.
According to Section 297, a resolution shall be proposed as a written resolution by the Board or any member of a private company. However, written resolution shall not be passed for a remove a director and an auditor.
✅ Steps to Remove a Director (Sdn Bhd Malaysia)
Boss Boleh recommends the following compliant procedure:
| Step | Action | Law |
| 1️⃣ | A member who holds at least 10% shareholding send in a requisition letter to Board of Directors and Company Secretary. | According to Section310 (b) |
| 2️⃣ | Serve Special Notice (28 days before EGM) | Required under Section 206(3) CA 2016 |
| 3️⃣ | After received requisition letter, directors need to conduct a Board Meeting to fix the date of EGM and authorized the company secretary to issue the notice of EGM. | – |
| 4️⃣ | Notice of EGM sent to Members, directors and Auditors at least 14 clear days before meeting | According to Section 207 to give rights for director who is to be removed to be heard. |
| 5️⃣ | Members can vote for against the Ordinary Resolution during the EGM. | It required simple majority vote, 51% to pass the agenda. |
| 6️⃣ | Company Secretary update to SSM, if pass Section 58 notification within 14 days. | – |
⚖️ What If I Hold 51% Shares?
| Question | Answer |
| Can I remove a director? | ✅ Yes, via ordinary resolution |
| Do I need to wait for AGM? | ❌ No — EGM can be called anytime |
| Is 75% needed? | ❌ No — 51% is sufficient unless Constitution says otherwise |
| Can the director object? | ✅ They can make written or verbal representations under the law |
| Is filing with SSM required? | ✅ Yes — within 14 days (s.58 CA 2016) |
⚠️ Legal Risk & Penalties
| Mistake | Risk |
| ❌ No special notice served | 🔴 Removal may be invalid (s.206(3)) |
| ❌ SSM not updated | 🔴 Fine up to RM50,000 under s.58(3) |
| ❌ No fair hearing for director | 🟠 Legal challenge risk by removed director |
🧾 Boss Boleh’s Summary:
| Scenario | Action |
| You hold 51% shares | ✅ You can remove a director by EGM |
| You need urgent action | ✅ Call an EGM with 28 days’ special notice |
| Unsure about legal steps? | 🟢 Let Boss Boleh handle it end-to-end |
🧑💼 Why Choose Boss Boleh as Your Company Secretary in Malaysia?
BossBoleh.com is trusted by SMEs and startups across Malaysia for:
✅ Professional company secretarial services
✅ Director removal & restructuring advice
✅ Drafting of notices, resolutions & filings
✅ Full compliance with the Companies Act 2016
📞 Need to remove a director from your Sdn. Bhd.?
Get in touch today for a FREE eligibility check. We’ll ensure the process is legal, low-risk, and professionally managed.
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