the step-by-step for a special notice to remove an auditor under the Malaysian Companies Act 2016:
1. Member(s) serve special notice on the company
A resolution to remove an auditor requires special notice. Serve it at least 28 days before the meeting where it will be moved. SSM+12. Company must immediately notify the auditor and SSM
On receiving the special notice, the company must immediately send a copy to (i) the auditor proposed to be removed and (ii) the Registrar (SSM). (SSM provides a standard notification form.) SSM+2SSM+2
3. Issue notice of general meeting to all entitled persons
Give written notice of the meeting to every member, director and auditor; if it’s not practicable to circulate the special-notice resolution with the meeting notice, advertise it at least 14 days before the meeting as prescribed. SSM
4. Auditor’s representation rights
Within 7 days from receiving the special notice, the auditor may send a written representation and request circulation to members; if not circulated, the auditor can require it to be read at the meeting (unless a court disallows it for abuse/defamation). SSM
5. Members vote on the resolution
Removal is by ordinary resolution at a general meeting (you cannot remove an auditor by written resolution). SSM+1
6. Post-meeting filing
If passed, the company must notify the Registrar within 14 days that the auditor has been removed. SSM
Key sections to cite in exams
- s.276 (removal by ordinary resolution),
- s.277 (special notice + auditor’s rights),
- s.278 (notify Registrar),
- s.321 (persons entitled to meeting notice),
- s.322 (28-day special notice mechanics). SSM
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