How to Remove a Director from a Company in Malaysia (2026 Guide)

Removing a director from a company in Malaysia is a serious legal and corporate action that must follow the Companies Act 2016 and proper procedures with SSM.

Whether you’re dealing with an inactive, uncooperative, or problematic director, understanding the correct process is essential to avoid disputes, penalties, or invalid decisions.

In this guide, we break down everything Malaysian business owners, SMEs, and investors need to know.

When Can a Director Be Removed in Malaysia?

A director can be removed under several situations:

• Breach of fiduciary duties
• Conflict of interest
• Misconduct or non-performance
• Shareholder decision
• Company restructuring

👉 Most commonly, shareholders remove a director via an ordinary resolution.

Legal Basis: Companies Act 2016

Under Section 206 of the Companies Act 2016, shareholders have the right to remove a director before the expiration of their term.

Key points:

• Requires ordinary resolution (more than 50%)
• Special notice must be given
• Director has the right to defend themselves

Step-by-Step Process to Remove a Director

Step 1: Review Company Constitution

Check whether your company constitution includes:

• Specific removal procedures
• Voting requirements
• Director protection clauses

👉 If no constitution exists, default rules under the Companies Act apply.

Step 2: Issue Special Notice

A special notice must be given to the company at least 28 days before the meeting.

This notice informs:

• The company
• The director being removed

Step 3: Call a General Meeting

The company must convene a shareholders’ meeting to vote on the removal.

• Notice of meeting must be sent to all shareholders
• The director has the right to attend and speak

Step 4: Pass Ordinary Resolution

During the meeting:

• Shareholders vote
• A simple majority (>50%) is required

If passed → the director is officially removed.

Step 5: Lodge SSM Filing

After removal, the company secretary must file the update with SSM.

Common filing:

• Section 58 Notification (Change in Director)

👉 This must be done within 14 days of removal.

Documents Required

To ensure smooth processing:

• Special notice of removal
• Board resolution (if applicable)
• Shareholders’ resolution
• Updated director details
• SSM filing forms

How Long Does It Take?

Typical timeline:

👉 Total estimated time: 3 to 5 weeks

Common Mistakes to Avoid

❌ Skipping special notice requirement
❌ Not allowing director to defend themselves
❌ Incorrect resolution type
❌ Late SSM submission
❌ Ignoring company constitution rules

👉 These mistakes can lead to:

• Legal disputes
• Invalid removal
• Penalties from SSM

Can You Remove a Director Without Consent?

Yes. In Malaysia:

• Shareholders can remove a director without their consent
• However, proper legal procedure must still be followed

⚠️ Failure to follow due process can result in legal challenges.

Director Removal vs Resignation

Special Cases to Consider

1. Removing a Majority Director

• May require strategic shareholder restructuring

2. Removing a Nominee Director

• Check agreements before removal

3. Director is also Shareholder

• Removal does NOT affect share ownership

Checklist: Director Removal Malaysia

✔ Review company constitution
✔ Prepare special notice (28 days)
✔ Call general meeting
✔ Pass ordinary resolution
✔ Submit SSM filing within deadline

Conclusion

Removing a director from a company in Malaysia involves legal procedures, shareholder approval, and proper filing with SSM.

When done correctly, it protects your business and ensures compliance.
When done incorrectly, it can lead to serious legal consequences.

Need Help Removing a Director in Malaysia?

At iComSec, we provide professional company secretary services to handle:

• Director removal & appointment
• SSM compliance & filings
• Corporate restructuring
• Advisory for shareholders & investors

👉 Contact us today to ensure your director removal is done correctly, legally, and efficiently.