5 minutes

How to Strike Off a Company in Malaysia: The Procedures Involved

Several reasons could lead to shutting down or striking off a company such as the death of the owner or any major stakeholder in the company, dormancy, and inability of the company to bring in profit, among many others. There are specific rules that guide the process of shutting down a company in Malaysia and this piece is focused on them.

Initiating a company strike-off process in Malaysia

The process of striking off a company can be initiated by a member of the company, the company director, or a liquidator. Also, a company strike-off process can be initiated by the registrar of companies in Malaysia if the company’s records in the register are not satisfactory.

Requirements for company strike-off applications in Malaysia

The following requirements must be met for a company strike-off application in Malaysia:

  • The shareholders must pass a resolution showing their approval of the company strike-off application on the grounds that the company is no longer in operation. This resolution must be passed by the majority of the shareholders and in situations, where some of the shareholders cannot be reached or traced, the application can still be submitted alongside proof of attempts to contact the absent shareholders.
  • It must be ensured that the company has no assets or liabilities and documents of proof such as the financial statement must be submitted alongside the application.
  • It must be ensured that there are no outstanding charges for the company in the register of charges kept by the registrar of companies
  • There should be no outstanding penalties or offers of compounds as stated in the Companies Act of 2016 at the time of the application.
  • Before filing a strike-off application, it must be ensured that there are no outstanding taxes or liabilities with the government or any agency.
  • Ensure that the details of the company in the register are updated before filing for a strike-off application.
  • The company must not be involved in any legal tussles both within and outside Malaysia
  • The company has not made any return of capital to any of its shareholders
  • The company is not a holding or guarantor corporation company
  • If the company still has its startup capital, it is best to file for a voluntary wind-up instead of a strike-off.

What are the procedures to strike off a company in Malaysia?

  • For a strike-off application to be filed under Section 550 of the Companies Act 2016, the Declaration Application to strike off a company schedule B of the Practice Directive 1/2017 must be completed by the applicant and all the documents and requirements stated above must be made available.
  • Once the application is complete, it can be submitted to the Registrar alongside the application fee as stated in Item 27, Regulation 8 of the Companies Regulations 2017.
  • The process can take between 6 to 12 weeks to complete, depending on how soon it is approved by the registrar. A notice of the publication of the notification and gazette will be issued to effect the strike-off once the application is approved.
  • The company is dissolved upon the publication of the gazette as stated in Section 551 of the Companies Act 2016
  • The company directors are allowed to keep all company registers, statutory records, documents, and books for seven years after the strike-off as contained in the Companies Act 2016.

What are the grounds for objection?

An individual can object to a strike-off application on the following grounds:

  • The company is involved in legal proceedings
  • The company is still in operation or carrying out normal business operations
  • The individual is a member or stakeholder of the company or the individual has outstanding claims against the company
  • The individual believes that there is a right of action and intends to pursue it on behalf of the company
  • The company is in liquidation or receivership
  • If there are any other reasons why removing the company from the register is unjust.

Withdrawal of company strike-off application in Malaysia

There is a provision for withdrawal of a strike-off application in Malaysia provided that the withdrawal is applied within 30 days of the specified strike-off date in the publication as contained in Section 551 of the Companies Act. A withdrawal can be obtained by lodging a notice of withdrawal of the strike-off application to the registrar as well as the reasons for the withdrawal.

Reinstatement of a previously struck-off company

Any member, stakeholder, or director of the company who is not in support of the company strike-off can apply to the Court in Malaysia for a reinstatement of the company within 7 years from the strike-off date.

What are the circumstances under which the Registrar of Companies in Malaysia may initiate the process of striking off a company?

Section 560 of the Companies Act is invoked when a company fails to engage in business activities for more than 12 months. Initially, the Registrar will inquire if the company wishes to be struck off by sending a letter. If there is no response within 30 days, a second letter is sent. If still no reply is received, a notice is published in the Official Gazette, indicating the intention to strike off the company’s name.

Following this publication, if no objections are raised, the company will be dissolved after 3 months. Additionally, Section 560 allows the Registrar to strike off a company if it is under liquidation and the liquidator has not been acting, or if the company’s affairs are fully wound up and required filings have not been submitted by the liquidator for six months. Following the 3-month notice period, it is possible for the Registrar to proceed to strike off the company’s name while publishing a notice to that effect officially.

What unfolds following the approval of the strike-off application in Malaysia by the Registrar?

Once a company is officially struck off by the Registrar, it undergoes dissolution, thereby ceasing to exist as a legal entity. Consequently, all business operations and transactions using the company’s accounts are no longer permissible. The cessation of existence also implies that the company cannot engage in any form of commercial activity.

However, it’s crucial to note that if directors, officers, or members of such a dissolved company face legal action due to misconduct or breaches of law, they remain individually accountable for their actions. Therefore, while the company itself ceases to exist in a legal capacity, the personal liabilities of its stakeholders endure, subjecting them to potential legal consequences for their actions during the company’s operational period.

How does a strike-off differ from a wind-up?

The purpose of both striking off and winding up a company is to dissolve its existence. If a company meets the requirements for striking off, it should proceed due to its straightforward process and lower costs compared to winding up. If a company fails to meet these requirements, winding up becomes necessary despite its typically longer duration and higher costs involved in the application process.

How We Can Help?

Premia TNC is a subsidiary of Premia Holdings that offers a wide variety of corporate services such as company incorporation, management services, secretarial services, corporate tax services, and even company strike-off services.

We have a skilled team of corporate professionals who know the ins and outs of filing a company strike-off application and can assist you from the beginning of the process like gathering and preparing the required documents to the end of the process which includes the gazette publication. We can also assist clients with the withdrawal of strike-off applications or reinstatement of an already struck-out company.

Can anybody initiate a company strike-off in Malaysia?

A company strike-off in Malaysia can be initiated by the director of the company, the liquidator of the company, a member of the company, or the registrar of the company.

Should I proceed with a company strike-off if my company still has capital?

If your company still has capital, you cannot file a strike-off application. A voluntary wind-up application is the best option if you want to close down a company that still has capital.

Can a company that has been struck off be reinstated?

A struck-off company can be reinstated by the Court in Malaysia. The reinstatement can be applied for by any individual or part of the company that is not in agreement with the strike-off, provided the reinstatement is filed within 7 years of the company’s strike-off date.

Is there a deadline for withdrawing a company strike-off application?

A withdrawal for a company strike-off application can be lodged within 30 days of the specified date in the strike-off gazette publication.