power of majority shareholder

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asked on Apr 30, 2015 at 04:14
hi all,

A Sdn Bhd 80% shareholder is not happy with the director and wants him to resign,
but what if the director refuse to resign ? can the majority shareholder force the director to resign ?
or can he just ask the company secretary to remove director(just that simple) ? or need to agree and sign by everyone to remove/resign the director ?

Hopefully will get some helpful opinion.
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5 Answers

answered on May 1, 2015 at 01:36
Majority shareholder can remove any director in a AGM. ( Annual General Meeting )
If cannot wait for AGM, can request for a EGM. ( Extraordinary General Meeting ).
Just ask the Company Secretary conduct the meeting.
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answered on May 1, 2015 at 02:22
thank you for the reply

means that the majority shareholder can just remove the director even the director refuse to resign as a director at the  resolution ?
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answered on May 1, 2015 at 02:41
But only in an AGM or EGM.
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answered on May 1, 2015 at 02:48
@ shakie7

Are you the 80% shareholder or the Director forced to resign?

1/ An EGM can removed the Director and appoint another one in its place. 2 local Directors names must be in at all times.(For SDN BHD)
2/ Certain directors cannot be easily removed in the interests of the Company Affairs.
3/ Directors can be appointed even without any shareholdings based on their expertise or even be given Non-Voting Shares.

Some contracts, Grants from overseas NGO's are signed based on the expertise of the outgoing Director (Depending on the nature of business). Inside some contracts would have stated that "as long as that Director is managing the affairs of the company".. Otherwise the grant would be discontinued and efforts in a court of law for fully recovery of disbursed amounts.
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answered on May 1, 2015 at 05:42
thanks for all the reply

my bf is the director and he also a 10% shareholder.
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