How to Close down your Company in Malaysia

Wondering how to strike off company in Malaysia? Sometimes you simply need to close down your business operations in a country and move on. It might become necessary for financial, legal, tax or competitive reasons, but it certainly happens. If you find your business in a situation where this becomes necessary, an important thing to keep in mind is that it cessation of business should be done correctly and legally.

For the sake of avoiding future tax and regulatory compliance issues, you need to ensure that the government knows you’ve ceased operations. In order to do this, you have to use their legal procedures for doing so.

In the Malaysian market, things are no different, and if you’re now planning to close down a company in Malaysia, there’s a specific series of legal options available for winding up your business. Let’s cover the essentials now.

The essentials of winding up a company in Malaysia

Essentially, there are 2 categories of Winding up of companies – Section 257 of CA1965 and Section 433 of CA2016 in Malaysia’s legal code as it related to businesses.

There is also a section of the country’s legal codes that provides you with options for closing down operations of a foreign company’s branch office or offices in Malaysia. This might apply if your company is headquartered in another country but maintains operations in the Malaysian market.

We’re now going to briefly review the strike-off option for cessation of business in Malaysia and afterward, go into deeper detail about the winding-up option for company closure. Then we’ll review your options for seeking qualified professional assistance if you’re attempting to close a company down.

Closing down a company in Malaysia with the Strike Off option

The option for closing down a company in Malaysia can be handled through the Companies Commission of Malaysia as long as it meets the following criteria:

• The company never initiated business activities since it was incorporated or hasn’t engaged in any business activity.
• The company has no plans to restart business in the future.
• The company has no assets, liabilities or charges pending in the Register of Charges.
• The company has no outstanding penalties under the Company Act of 2016
• The company isn’t involved in any other legal proceedings anywhere in the world.
• The company owes no debts to any government agency in Malaysia.
• The company is an independent organism and isn’t acting as a holding company or guarantor corporation.

You can find out further details about the striking off option on this page.

Winding up and liquidating a company in Malaysia

Winding up and liquidation of a company under the Malaysian Companies Act of 2016 can either happen because you’ve chosen to close your business down or because a court in the country has ordered you to cease operations in Malaysia. These two possible outcomes are respectively called Voluntary winding up (VWU) and Compulsory winding up by Court.

Voluntarily winding up/liquidation of a company in Malaysia is a more time-consuming, complex, and expensive process than the striking off option described above and for this reason, it’s usually less popular. However, in some situations, it’s the only available option. This usually happens in a situation in which your company doesn’t comply with some of the conditions of the striking off option.

For example, a company you hope to simply strike off can’t have assets or distribute capital to its shareholders. Thus, if your company does indeed have assets to sell off for distribution of proceeds to shareholders, you would have to legally liquidate or wind it up.

For a voluntary winding up, there are two possible options available according to the law. These involve the following:

Section 257: Members voluntary winding up/liquidation

Under this situation, the members of a company begin its winding-up process once they or the directors issue a declaration that the company can pay off any and all outstanding debts or liabilities completely within 12 months of starting the winding up/liquidation process. This process applies for companies that are still solvent.

Once the declaration of solvency has been made, you will have to convene the members of the company for the sake of obtaining shareholder approval for voluntary liquidation and to appoint a liquidator that will handle this process.

Once these steps are taken, your company will open a bank account that exists specifically for depositing the proceeds of liquidated assets. As this process kicks into gear, the liquidator also has the job of notifying any relevant parties that the company is being wound up. These people might include auditors, tax office agents, other board members, customs agents, members of the Social Security Organization of Malaysia, the Royal Customs of Malaysia, and other relevant government agencies.

The liquidator should also submit regular “Liquidator’s accounts” statements to the Companies Commission of Malaysia and to the Official Receiver, once every six months until the winding-up process finishes.

Section 433: Creditor’s voluntary winding up/liquidation

Section 433 applies for companies that are insolvent, which is why it involves creditors. Under this context, a liquidator is also appointed, but by the creditors and as your company is liquidated, any proceeds from the sale of assets are paid off to creditors until outstanding debts have been settled.

Seeking Premia TNC Expert Assistance

If you’re going through the process of shutting down business operations in the Malaysian market and would like to make absolutely sure that you follow through with your legal options in a correct and problem-free way, your best option is to request professional assistance. Premia TNC is a professional consulting and tax accounting firm that also offers de-registration of your company in Malaysia as a service. Please contact us for a personalized consultation.