📃 Should I Hold 51% or 75% Shares in My Company?

(Malaysia Sdn Bhd Guide for New Business Owners)

Starting or restructuring your Sdn Bhd in Malaysia? You’ve probably asked:

Is 51% shareholding enough to control the company —— or do I need 75%?

The answer depends on what kind of decisions you want to make in the company. Here’s a simple breakdown to help you choose the right shareholding structure.

💡 What’s the Difference Between 51% and 75%

Your Shareholding	What You Can Do
51%	✅ Control day-to-day decisions (appoint/ remove directors, approve accounts)
75%	✅ Make big company changes (amend Constitution, wind-up, restructure)
25.1%	❌ Block major changes —— you hold veto power
100%	💯 Full control —— no partner approval needed

✅ What Can You Do with 51%

With just over half of the shares, you can pass ordinary resolutions, giving you power to:

✅ Appoint or remove directors (s.206 CA 2016)
✅ Approve audited accounts
✅ Approve dividends
✅ Control normal business operations

This level is perfect for operational control.

❗ What You Can’t Do Without 75%

Some actions are too major for just 51%. These require a special resolution —— which legally needs at least 75% of shareholder votes under Section 291, Companies Act 2016.

✅ LIST OF DECISIONS THAT REQUIRE 75% SHAREOLDERS’ APPROVAL
(Special Resolution —— s.291, Companies Act 2016)

💼 Decision	📃 Legal Section
1️⃣ Amend Constitution	s.36(1) – Special resolution needed to adopt or change Constitution
2️⃣ Change Company Name	s.28(1) – Needs special resolution + SSM approval
3️⃣ Convert Sdn Bhd to Berhad	s.41 – Special resolution to change company type
4️⃣ Capital Reduction	s.117(1)(a) – Requires special resolution + Solvency Statement
5️⃣ Change Share Class Rights	s.91 – Special resolution of that class of shareholders
6️⃣ Voluntary Winding-Up	s.439(1)(b) – Special resolution to close company
7️⃣ Scheme of Arrangement / Restructuring	s.366 – Needs 75% in value + court approval
8️⃣ Sell Major Business Assets (if in Constitution)	s.223 – May need special resolution
9️⃣ Change Business Activities (if restricted by Constitution)	s.35(1) – Special resolution needed

🧠 Examples: What Shareholding You Need

Action	How Much Share Needed
Remove a director	✅ 51%
Approve financial statements	✅ 51%
Change Constitution	❌ Need 75%
Close the company	❌ Need 75%
Add preferences shares	❌ Need 75% + class vote

🎯 Which Shareholding Is Best for You?

Your Goal	Recommended Shares
Run day-to-day decisions	✅ 51% enough
Full strategic control	✅ Go for 75% or more
Protect your say (block changes)	✅ Minimum 25.1%
Equal partnership	⚠ Consider a shareholder agreement to avoid deadlock

⚠ Bonus Tip: Owning Shares ≠ Being Director

Even if you hold 100% of the shares, you’re not a director automatically.
➡ You must be appointed officially to the board.
Boss Boleh can help you handle that properly too.

💼 Boss Boleh Can Help You:
We provide:
✅Shareholding structure planning
✅ Share issue or transfer execution
✅ Shareholder agreement & director appointments
✅ Company setup & full compliance with Companies Act 2016

📞 Not sure if 51% is enough for your goals?
Let Boss Boleh guide you. We’ll structure your company the right way from Day 1.

Want to learn more about managing your business structure the right way? 💼

Join our FREE webinar! We’ll walk you through compliance essentials and how to convert from Enterprise to Sdn Bhd with confidence.

For more details, feel free to WhatsApp us!

📲 WhatsApp: 018-7678055