Quick answer
To change directors of a Sdn. Bhd., the incoming director must give written consent and a declaration of eligibility (s.201), the change is approved by resolution, and the company must notify SSM within 14 days (s.58). A resignation cannot take effect if it would leave the company below the minimum of one director ordinarily resident in Malaysia (ss.196, 208).
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
Directors are the people SSM, banks and government agencies hold responsible for the company. Every change — a new director joining, a director resigning, or a change in a director's particulars — has to be documented internally and notified to SSM.
An incoming director must first consent in writing and declare that they are not disqualified from acting (for example, an undischarged bankrupt or a person convicted of certain offences). The board or shareholders then pass the resolution, the register of directors is updated, and SSM must be notified within 14 days of the change under Section 58.
Resignations have one trap. Under Section 196 a private company must always have at least one director who ordinarily resides in Malaysia, and Section 208 says a resignation that would breach that minimum does not take effect until a replacement is appointed. Foreign-owned companies whose only local director wants to leave must line up a replacement first.
Who needs this
- Companies bringing in a new partner or investor as director
- A director retiring, relocating or leaving the business
- Foreign-owned companies replacing their resident director
- Companies whose director changes were never lodged and need regularising
02
Documents you need to prepare
Incoming director
- IC (Malaysian) or passport (foreigner)
- Residential address, email and mobile number
- Signed consent to act and declaration of eligibility
Outgoing director
- Signed resignation letter with effective date
- Confirmation of who remains / replaces them if they are the resident director
Company
- Current register of directors
- Board or shareholders' resolution approving the change (we draft it)
- Lodging after 14 days is an offence; if a past change was never lodged, we regularise it before the next annual return.
- A director does not need to be a shareholder.
03
How to get it done with ONEKEY BIZ
- 1Board check Day 1
We confirm the change keeps at least one Malaysia-resident director.
- 2Consents & resolution Day 1–2
We prepare the consent, declaration, resignation letter and resolution.
- 3Signatures Day 2–3
Directors sign — digitally or in person.
- 4SSM notification Day 3–5
We lodge the change with SSM well inside the 14-day limit.
- 5Records updated Done
Register of directors updated and documents filed in your company records.
You do
- Provide the new director's details
- Sign the consent, letter and resolution
We do
- Check the resident-director rule
- Draft every consent, letter and resolution
- Lodge with SSM within 14 days
- Update the register of directors
04
What you receive
Proof the director change is recorded by SSM.
The board or shareholders' resolution, consent to act and declaration.
Your statutory register reflecting the change.
SSM company information showing the current board.
Rules and requirements in detail
Real clients we've done this for
Official sources
Frequently asked questions
Can a foreigner be a director?
Yes, but the company must still have at least one director who ordinarily resides in Malaysia.
When does a resignation take effect?
On the date stated in the letter — unless it would leave the company below the resident-director minimum, in which case it waits for a replacement.
Do shareholders need to approve?
It depends on the company's constitution; we check it and prepare the correct resolution.