Quick answer
A Malaysian company must keep records of all resolutions and minutes of all meetings of members and directors, and retain them for at least seven years (Companies Act 2016, s.341). A private company's members may pass resolutions in writing instead of meeting (s.297). We draft the minutes or written resolutions, arrange signatures and file them in your company records.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
Minutes and resolutions are the company's evidence of its decisions: who approved a bank facility, a share allotment, a dividend, a major contract or a director's appointment. Banks, auditors, LHDN, courts and buyers all ask for them.
Section 341 of the Companies Act 2016 requires a company to keep records of every resolution and minutes of every meeting of members and of directors, and to retain them for at least seven years. For private companies, Section 297 allows shareholders to pass resolutions in writing rather than holding a general meeting, which is how most small companies decide things in practice.
The common failure is not having the document when it is needed — a bank asks for the board resolution approving a loan, and nobody wrote one. Good minutes record the decision precisely, match the constitution's quorum and approval rules, and are signed and filed at the time.
Who needs this
- Companies approving loans, contracts or investments
- Companies whose bank or auditor requested a resolution
- Owner-managed companies that decide informally and need records
- Companies preparing for due diligence by an investor or buyer
02
Documents you need to prepare
Decision details
- What was decided, with amounts, parties and dates
- Supporting documents such as the loan offer or contract
- Who attended, or who signs the written resolution
Company
- Constitution, if any (quorum and approval rules)
- Current registers of directors and members
- Some decisions need shareholder approval, others only the board — we check which applies before drafting.
- Keep signed originals; certified true copies can be issued when a third party needs one.
03
How to get it done with ONEKEY BIZ
- 1Brief Day 1
You tell us what was decided or needs deciding.
- 2Approval route Day 1
We confirm whether the board or shareholders must approve.
- 3Draft Day 1–2
We draft minutes or a written resolution.
- 4Sign Day 2–3
Directors or members sign, digitally or in person.
- 5File Done
The signed document is filed with your statutory records.
You do
- Tell us the decision and details
- Sign the minutes or resolution
We do
- Check the correct approval route
- Draft precise minutes or resolutions
- Arrange signatures
- File and retain the records
04
What you receive
The formal record of the decision.
Certified by the company secretary for banks or agencies.
Kept with your company records for at least seven years.
Official sources
Frequently asked questions
Do we need a physical meeting?
Not for most private-company decisions; written resolutions under s.297 are valid.
How long must minutes be kept?
At least seven years under s.341.
Can minutes be signed electronically?
Generally yes, provided the constitution does not require otherwise.