(Malaysia Sdn Bhd Guide for New Business Owners)
Starting or restructuring your Sdn Bhd in Malaysia? You’ve probably asked:
Is 51% shareholding enough to control the company —— or do I need 75%?
The answer depends on what kind of decisions you want to make in the company. Here’s a simple breakdown to help you choose the right shareholding structure.
What’s the Difference Between 51% and 75%
Your Shareholding What You Can Do 51% Control day-to-day decisions (appoint/ remove directors, approve accounts) 75% Make big company changes (amend Constitution, wind-up, restructure) 25.1% Block major changes —— you hold veto power 100% Full control —— no partner approval needed
What Can You Do with 51%
With just over half of the shares, you can pass ordinary resolutions, giving you power to:
Appoint or remove directors (s.206 CA 2016)
Approve audited accounts
Approve dividends
Control normal business operations
This level is perfect for operational control.
What You Can’t Do Without 75%
Some actions are too major for just 51%. These require a special resolution —— which legally needs at least 75% of shareholder votes under Section 291, Companies Act 2016.
LIST OF DECISIONS THAT REQUIRE 75% SHAREOLDERS’ APPROVAL
(Special Resolution —— s.291, Companies Act 2016)
Decision Legal Section 1⃣ Amend Constitution s.36(1) – Special resolution needed to adopt or change Constitution 2⃣ Change Company Name s.28(1) – Needs special resolution + SSM approval 3⃣ Convert Sdn Bhd to Berhad s.41 – Special resolution to change company type 4⃣ Capital Reduction s.117(1)(a) – Requires special resolution + Solvency Statement 5⃣ Change Share Class Rights s.91 – Special resolution of that class of shareholders 6⃣ Voluntary Winding-Up s.439(1)(b) – Special resolution to close company 7⃣ Scheme of Arrangement / Restructuring s.366 – Needs 75% in value + court approval 8⃣ Sell Major Business Assets (if in Constitution) s.223 – May need special resolution 9⃣ Change Business Activities (if restricted by Constitution) s.35(1) – Special resolution needed
Examples: What Shareholding You Need
Action How Much Share Needed Remove a director 51% Approve financial statements 51% Change Constitution Need 75% Close the company Need 75% Add preferences shares Need 75% + class vote
Which Shareholding Is Best for You?
Your Goal Recommended Shares Run day-to-day decisions 51% enough Full strategic control Go for 75% or more Protect your say (block changes) Minimum 25.1% Equal partnership Consider a shareholder agreement to avoid deadlock
Bonus Tip: Owning Shares ≠ Being Director
Even if you hold 100% of the shares, you’re not a director automatically.
You must be appointed officially to the board.
Boss Boleh can help you handle that properly too.
Boss Boleh Can Help You:
We provide:
Shareholding structure planning
Share issue or transfer execution
Shareholder agreement & director appointments
Company setup & full compliance with Companies Act 2016
Not sure if 51% is enough for your goals?
Let Boss Boleh guide you. We’ll structure your company the right way from Day 1.
Want to learn more about managing your business structure the right way?
Join our FREE webinar! We’ll walk you through compliance essentials and how to convert from Enterprise to Sdn Bhd with confidence.
For more details, feel free to WhatsApp us!
WhatsApp: 018-7678055
