Directors of a Malaysian Company

Updated on Sunday 19th February 2017

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Private and public limited liability companies in Malaysia need to have at least two directors who are natural persons. The individuals chosen for this position must fulfill a series of duties and have clear responsibilities towards the good functioning of the corporation.

The directors of a Malaysian company are appointed as per the Company Law and they must observe the principles of corporate governance in the country.

The experts at our law firm in Malaysia can give you specific information on the duties and responsibilities that are inherent to the directorship of a company. 
 

Director’s duties and responsibilities in Malaysia


Company directors in Malaysia must fulfill the following conditions in order to be appointed to this position:
- be a natural person of at least 18 years of age (70 at most for public companies) and in full mental capacities;
- no bankruptcy issues;
- hold qualifying shares in the company;

Individuals who were convicted for forming or managing another company, those who have been disqualified for the position by a court order and those who were imprisoned for fraud can no longer act as company directors in Malaysia.

The director has a duty of care towards the company, its goals, and purpose and he must act in good faith and in the corporation’s best interest. When handling the company affairs he must consider the company law, the common law and the company’s own Articles of Association. The director’s duties include those which are of a fiduciary nature, company diligence and statutory duties.

While carrying out his duties as a company executive, the director can he held liable for certain wrongdoings. One of our lawyers in Malaysia can give you specific details about liability and sanctions in case of misconduct.
 

Appointing and removing company directors in Malaysia 


The two company directors are appointed at the time of the incorporation. Their names are included in the Articles of Association and subsequent appointments can be made by the shareholders during the general meetings. The board of directors can also make an appointment in case of vacancy, until the next annual general meeting. 

Company directors will be removed or disqualified if they breach their duty of care or otherwise fail to observe the terms included in the Articles of Association.

For more detailed information about company management and the law associated with running a company please contact our law firm in Malaysia

 

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