Annual General Meetings of a JMB or MC: What Owners Should Know

In strata management, the Annual General Meeting (AGM) is one of the most important forums.

An AGM is not merely a routine meeting. It is the official forum where owners receive information, assess the performance of the management body, approve important matters and elect the committee that will manage the building.

For a Joint Management Body (JMB) or Management Corporation (MC), the AGM is the foundation of lawful and orderly governance.

For owners, the AGM is an opportunity to understand the financial position of the building, ask questions, express views and take part in important decisions.

However, in practice, many owners do not attend AGMs. Some only become concerned after decisions are made, charges are increased or a new committee is elected.

This article provides a simple explanation of what an AGM is, why it is important, the important positions under the Second Schedule to the Strata Management Act 2013, court cases relating to strata AGMs and legal issues that often arise in strata AGMs.

1. What Is an AGM?

An AGM is the annual general meeting held by the strata management body.

Depending on the management phase, the AGM may involve:

a. the developer during the developer’s management period;

b. the JMB after the establishment of the Joint Management Body; or

c. the MC after the Management Corporation is established.

An AGM is held to discuss important matters concerning the management of the building and common property.

In simple terms, the AGM is the main annual meeting for owners and the management body.

2. Why Is the AGM Important?

The AGM is important because many major decisions in strata management are made or presented through the AGM.

Matters commonly related to an AGM include:

a. presentation of accounts;

b. financial reports;

c. annual budget;

d. maintenance charges;

e. sinking fund contributions;

f. appointment or election of committee members;

g. appointment of auditors;

h. building maintenance issues;

i. proposed repair or upgrading works;

j. use of management funds;

k. use of sinking fund;

l. building insurance; and

m. important resolutions.

Without a proper AGM, strata management may become weak. Owners may not know the true financial position of the building, the committee may not have a clear mandate and important decisions may later be disputed.

3. Who Must Hold the AGM?

The party responsible for holding the AGM depends on the stage of strata management.

Before the JMB is established, the developer has certain responsibilities in the early management of the strata development.

After the JMB is established, the JMB is responsible for holding general meetings in accordance with the law.

After the MC is established, the MC is responsible for holding general meetings.

In all these phases, the AGM must be conducted in compliance with the Strata Management Act 2013, the relevant regulations and the Second Schedule to the Act.

4. When Must an AGM Be Held?

Generally, an AGM must be held every year.

The Second Schedule to the Strata Management Act 2013 contains important provisions on general meetings, including the duty to hold annual general meetings.

An AGM should not be postponed casually. Delay in holding an AGM may create governance problems, including issues concerning the validity of the committee, delay in presenting accounts, delay in approving the budget and disputes among owners.

In Mar Vista, the Court of Appeal emphasised that the COB does not have a general power to suspend the operation of the Strata Management Act 2013 or allow the postponement of a strata scheme’s AGM.

The practical principle is that AGMs must be held according to the law. If there are safety issues, disorder or administrative problems, the management body should obtain advice and find a lawful solution instead of assuming that the AGM can simply be postponed with COB approval.

5. Important Positions Under the Second Schedule to the Strata Management Act 2013

For AGMs, the Second Schedule to the Strata Management Act 2013 is important because it regulates general meetings, owners’ rights, quorum, voting, minutes and documents to be filed.

Key provisions include:

Paragraph 7(5) of the Second Schedule: minutes of meeting signed by the chairman of the meeting or the secretary may be prima facie evidence of the facts stated in the minutes.

Paragraph 7(8) of the Second Schedule: after an AGM, certain documents must be filed within the prescribed period, including minutes, resolutions and related documents. In Diamond F, the Court emphasised that the COB must refer to documents required by law and cannot impose additional document requirements not provided under the Act.

Paragraph 10 of the Second Schedule: this concerns the duty to hold an AGM. In Tetap Tiara and Mar Vista, the courts emphasised the statutory importance of holding AGMs and that AGMs should not be postponed or restrained lightly.

Paragraph 11 of the Second Schedule: this concerns extraordinary general meetings, including circumstances where an EGM may be requisitioned by those entitled to do so.

Paragraph 21(2) of the Second Schedule: this may be relevant to the voting rights of owners with arrears. However, in Tetap Tiara, the Court of Appeal considered that the alleged arrears were disputed and pending determination. Management bodies should therefore be careful before restricting voting rights based on sums that have not been finally determined.

6. What Is Usually Discussed at an AGM?

Each AGM may differ depending on the condition of the building. However, common matters discussed include:

a. confirmation of previous meeting minutes;

b. chairman’s or committee’s report;

c. presentation of audited accounts;

d. presentation of budget;

e. maintenance charges;

f. sinking fund contributions;

g. appointment of auditor;

h. election of committee members;

i. major maintenance works;

j. security issues;

k. common facilities issues;

l. building insurance;

m. proposed upgrading of common property; and

n. other matters included in the agenda.

Owners should read the AGM notice and agenda early so that they know the issues to be discussed.

7. Notice and Agenda of AGM

The AGM notice is very important. Owners must be given sufficient notice of the date, time, venue and agenda of the meeting.

A notice that is unclear or not issued according to procedure may cause AGM decisions to be disputed.

The agenda is the list of matters to be discussed at the AGM. It helps owners understand what will be decided and helps the chairman control the meeting so that the discussion does not go too far off track.

If the management body wishes to obtain the owners’ mandate for an important decision, the matter should be clearly included in the agenda. A vague agenda may cause owners to misunderstand the effect of the decisions to be made.

8. Attendance and Quorum

Quorum is the minimum attendance required for the meeting to proceed validly.

If there is insufficient quorum, the meeting may need to be adjourned or conducted according to the mechanism allowed by law.

Quorum matters because an AGM is not an ordinary meeting between a few individuals. It is an official meeting of the management body and owners.

Without proper quorum, decisions made at the meeting may be disputed.

Owners should also understand that if they do not attend the AGM, decisions may still be made by those who attend, subject to the applicable law and procedure.

9. Voting Rights and Owners With Arrears

In a strata development, voting rights are usually closely linked to the owner, parcel and share units.

Decisions at an AGM are not necessarily made on a “one person, one vote” basis in all circumstances. In many strata matters, share units play an important role because they reflect the owner’s proportionate interest or liability in the strata development.

One common issue at AGMs is the position of owners with arrears.

In strata management, owners with arrears may face certain restrictions concerning voting rights or participation in certain decisions, subject to the law and the circumstances of the case.

However, the management body should be careful if the alleged arrears are disputed or are the subject of pending proceedings. Tetap Tiara shows that arrears which have not been finally determined may affect the decision to restrict voting rights.

The management body should prepare clear account records. Owners should also check their accounts before the AGM and resolve any dispute or payment issue early.

10. Election of Committee Members

The AGM is also important because JMB or MC committee members are usually elected through a general meeting.

The committee plays a major role in the day-to-day management of the building. They make decisions concerning contractors, finances, maintenance, security, legal action and implementation of resolutions.

Therefore, the election of committee members must be conducted properly.

Common issues include:

a. eligibility of candidates;

b. eligibility of proposers or seconders;

c. arrears status;

d. nomination forms;

e. nomination period;

f. voting method;

g. counting of votes;

h. minutes of election; and

i. disputes after results are announced.

If the committee election is not properly conducted, it may cause serious disputes in the management of the building.

11. AGM Minutes

AGM minutes are very important documents. They record what happened at the meeting, including resolutions passed, decisions made and important matters discussed.

Paragraph 7(5) of the Second Schedule to the Strata Management Act 2013 provides that minutes of a meeting signed by the chairman of the meeting or the secretary may be prima facie evidence of the facts stated in the minutes.

This means that AGM minutes are not merely administrative notes. They may become important documents if a dispute arises later.

Therefore, the management body should ensure that AGM minutes are prepared accurately, completely and properly signed.

12. Documents to Be Filed After the AGM

After the AGM, certain documents must be filed or submitted in accordance with the Strata Management Act 2013 and the Second Schedule.

In Diamond F, the High Court emphasised that the COB must look at the documents specified by law, including documents filed under paragraph 7(8) of the Second Schedule, such as certified resolutions and minutes of meeting.

The Court also emphasised that the COB cannot impose additional requirements not stated in the law, such as requiring an additional statutory declaration to prove the identities of the elected committee members.

The practical principle is that the management body must ensure that AGM documents are properly prepared and filed. If the AGM documents are complete and proper, this helps reduce the risk of disputes concerning meeting decisions or the identity of committee members.

13. Court Cases Relating to Strata AGMs

Several court decisions are important in understanding strata AGMs.

In Tetap Tiara Sdn Bhd v Perbadanan Pengurusan Jaya One [2024] 2 MLJ 853, the Court of Appeal emphasised that AGMs and EGMs are important mechanisms in strata management. The Court stated that the law requires the MC to hold an AGM once every year and an EGM where there is a written requisition by those entitled to do so. The Court also emphasised that courts should not restrain the performance of such statutory duties without strong reasons.

Tetap Tiara is also important on voting rights. The Court of Appeal considered that the alleged arrears were disputed and pending determination before the court. Management bodies should therefore be careful before restricting voting rights based on sums that have not been finally determined.

In Perbadanan Pengurusan Diamond F & Ors v Pesuruhanjaya Bangunan Kuala Lumpur & Anor [2026] 7 MLJ 848, a dispute arose concerning the lawful committee members of an MC after an AGM. The High Court explained that the COB has no adjudicatory power to determine the lawful committee through a “letter of recognition”.

Diamond F shows the importance of minutes, resolutions and filing of documents after an AGM. If AGM documents are properly prepared and filed, this helps avoid disputes concerning the identity of the committee.

In Pesuruhjaya Bangunan Kawasan Pentadbiran Majlis Bandaraya Pulau Pinang v Perbadanan Pengurusan Mar Vista Resort [2024] 6 MLJ 164, the key issue was whether the COB had the power to allow the postponement of an AGM. The Court of Appeal held that the COB has no power under the Strata Management Act 2013 to suspend the operation of the Act or any provision of the Act, including allowing the postponement of a strata scheme’s AGM.

These cases show that an AGM is not an empty formality. It is a statutory mechanism that must be respected by owners, JMBs, MCs and administrative authorities.

14. Can the COB Recognise a New Committee?

A common misunderstanding is that a new committee is only valid if the COB issues a “recognition letter”.

Diamond F clarifies that there is no general requirement for the COB to issue a recognition letter to certify committee members elected at an AGM.

If the meeting documents required by law have been properly filed, and there is no Tribunal award or Court order stating otherwise, the management body should not depend on a COB recognition letter as a condition for the existence of the committee.

If there is a dispute concerning the validity of the election or meeting, the appropriate forum may be the Tribunal or Court, depending on the issue and jurisdiction. The COB should not be treated as the adjudicator of committee election disputes.

15. Can an AGM Be Postponed?

An AGM cannot be postponed casually.

If there is a need to postpone or reconvene an AGM, the management body must consider the applicable legal provisions, the reason for postponement, the risk to owners and the effect on management.

In Mar Vista, the Court of Appeal stated that the COB has no power under the Strata Management Act 2013 to suspend the operation of the Act or any provision of the Act, including allowing the postponement of a strata scheme’s AGM.

This means that the management body cannot assume that a letter or decision from the COB can automatically postpone the obligation to hold an AGM if the law does not confer such power.

If an AGM becomes problematic, obtain advice and find a lawful solution.

16. Common AGM Disputes

Common AGM disputes include:

a. insufficient AGM notice;

b. unclear agenda;

c. documents not provided;

d. quorum being disputed;

e. defaulters being allowed or not allowed to vote;

f. committee nominations being rejected;

g. candidates allegedly being ineligible;

h. counting of votes being disputed;

i. AGM minutes being inaccurate;

j. resolutions being challenged as invalid;

k. meeting decisions not being implemented;

l. the meeting becoming disorderly; and

m. the new committee not being accepted by certain parties.

Disputes like these can affect building management. For this reason, AGMs must be carefully planned and properly recorded.

17. What Should Owners Do Before an AGM?

Before an AGM, owners should:

a. read the AGM notice;

b. check the agenda;

c. check their own statement of account;

d. check their arrears status;

e. read the accounts or reports circulated;

f. prepare relevant questions;

g. check the issues to be decided;

h. understand the effect of the proposed resolutions;

i. attend the meeting if possible; and

j. participate responsibly.

Owners should not attend merely to object without reading the documents. A good AGM requires prepared owners and a transparent management body.

18. What Should a JMB or MC Do Before an AGM?

The management body should:

a. ensure the AGM date is properly fixed;

b. prepare the AGM notice;

c. prepare a clear agenda;

d. prepare accounts and relevant reports;

e. check the list of owners;

f. check the defaulters list;

g. prepare share unit records;

h. check nomination forms;

i. prepare the voting procedure;

j. prepare meeting personnel;

k. ensure that minutes are properly recorded; and

l. obtain advice if there are technical issues.

Good preparation before the AGM can prevent many disputes after the AGM.

19. Conclusion

The AGM is an important foundation of strata governance.

Through the AGM, owners can understand the financial position of the building, assess the management, elect committee members and make important decisions concerning common property.

An AGM is not an empty formality. If an AGM is not held or is conducted irregularly, the decisions made may be disputed and the management of the building may be disrupted.

The Second Schedule to the Strata Management Act 2013 provides an important framework concerning general meetings, including minutes, filing of documents, AGMs, EGMs and voting issues.

Tetap Tiara shows that AGMs and EGMs are statutory duties that should not be restrained lightly. Diamond F shows the importance of AGM documents, meeting minutes and the limits of the COB’s powers in recognising committee members. Mar Vista shows that the COB does not have a general power to postpone an AGM or suspend the operation of the Strata Management Act 2013.

Therefore, owners, JMBs and MCs must take AGMs seriously. In strata management, a properly conducted AGM is the foundation of lawful, transparent and effective management.

Prepared by:
Khairul Shahrizan bin Hamizi
Advocate and Solicitor
High Court of Malaya

Brief Note

This article is prepared for general information only and should not be treated as specific legal advice. Each issue concerning AGMs, notices, quorum, voting, nominations, minutes of meeting, filing of documents, COB decisions or meeting disputes must be assessed based on the facts, documents, the provisions of the Strata Management Act 2013, the relevant regulations and the applicable laws.