Does a Sdn Bhd have to hold an annual general meeting (AGM)?

Public companies. Section 340 requires every public company to hold an AGM each calendar year, within six months of year-end and not more than 15 months after the last AGM. The AGM lays the audited accounts and directors' and auditors' reports before members.

Private companies. Section 340 does not impose that duty on private companies. Instead:

• the company must circulate financial statements and reports to members within six months of year-end (section 258(1)(a));
• the auditor's report on a private company's accounts is circulated to members or laid at a meeting (section 266(1)(b));
• members can pass resolutions by written resolution (sections 297 onwards), which includes appointing an auditor.

Exceptions to check

• The company's constitution or a shareholders' agreement may require an annual meeting.
• Members can still call a meeting to remove an auditor (special notice) or to pass other resolutions.
• If members give notice requiring the auditor to attend a meeting where the accounts are laid, the auditor must attend (section 285(2)).

What you must still do each year

• appoint or reappoint an auditor in the correct period (unless exempt);
• circulate accounts and lodge them with SSM.

These points follow the Companies Act 2016 as published by the Ministry of Domestic Trade and Cost of Living; check for later amendments that affect your company type.