C & A | Strike-Off or Winding-Up Services
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STRIKE OFF OR WINDING UP SERVICES

Striking off a company requires you to make an application to Suruhanjaya Syarikat Malaysia (SSM) in accordance with Section 553 of CA 2016. Many say that striking off a company is a simple and efficient way of closing down a company. However there are some criteria that need to be fulfilled prior to striking off a company, which may make striking off not an easy process.

One of the benefits of striking off a company is that directors of a company are allowed to change their mind regarding the previous disclosure of their company. Directors can apply to the Court for recommencement of their business within 15 years after the name of their company has been struck off as provided under section 553 of CA 2016.

TO STRIKE OFF, A COMPANY:

  • Must be dormant and not in operation
  • Must get consent from the majority of the shareholders
  • Has no assets and liabilities
  • Has no bank account
  • Has no outstanding tax or other liabilities including compound with any government bodies such as EPF, SOCSO etc
  • Has no outstanding penalties or compound due to SSM under CA 2016
  • Has updated the latest information of SSM
  • Is not involved in any legal proceedings within or outside Malaysia
  • Does not have any changes in the Register of Charges
  • Has not made any return of capital to shareholders
  • Is not a holding company or subsidiary of another corporate body
  • Is not a Guarantor Corporation
  • Winding up a company is another method of closing down a company can be carried out in accordance with section 619(6) of CA 2016. The winding up of a company is known as ‘liquidation’. In other words, winding up or liquidation is the process by which a company is brought to an end whereby the assets and property of the company will be redistributed. The responsibility of winding up of a company lies with liquidator. When a liquidator has already been appointed, all the power of directors and shareholders shall cease. The liquidator will take charge to ensure that the company is properly dissolved.

THERE ARE 2 TYPES OF WINDING UP:

  • Court-Ordered Winding Up(also known as Compulsory winding up)
  • Member’ Voluntary Liquidation(MVL or also known as Voluntary Winding Up)

COURT – ORDERED WINDING UP

The court-ordered winding up is where the winding up process of an insolvent company is triggered by a court on the application of one or more parties. The process of winding up the affairs of a company is carried out by the affairs of a company is carried out by the Official receiver, currently known as the Director General of Insolvency or a liquidator.

The circumstances that may direct a company to be dissolved by court order include:

  • The company is unable to pay debts owing to financial institutions, supplies or any other related entities
  • One or more of its directors has acted in his/her personal interest or unjustly to other directors or acted against the interest of the company and has been served as a court order.
  • The court is convinced that it is equitable that this company should be dissolved.
  • The number of directors or shareholders is reduced to one ( a private limited company in Malaysia requires two or more shareholders).
  • No business operations have been started since the day of registration (period of one year) or business operations are suspended for one year.
  • Where the M&A (Memorandum and Articles of Association) of the company sets an expiry date for the business.

MEMBER’ VOLUNTARY LIQUIDATION

The members’ voluntary liquidation (MVL) is the liquidation of a solvent company where the directors must form an opinion that the company will be able to pay its debts in full within a period of twelve (12) months after the commencement of winding up of a company in accordance with Section 443 of CA 2016. Once the liquidation is commenced, it will advertised in the local newspaper in order to inform the public the status of the company.