| Closing a company is not as easy as you think it is: It | | | | Of course, after thinking about all of these, striking off |
| actually requires more time and effort to de-register a | | | | a company may not look like a viable choice. Imagine if |
| company than to register one. We're talking about | | | | your business operations were once big: You'll have to |
| Sendirian Berhad (Sdn Bhd) entities here. You should | | | | take a lot of time to settle small little things like these |
| probably ignore the rest. Your company could be | | | | yourself. And sometimes when you face insolvency, |
| dormant due to insolvency (lack of financial resources | | | | there could be a problem striking off your company. |
| to pay debts or provide a sustainable business) or | | | | Because requirements are often not met and |
| maybe your partners couldn't agree and decide to go | | | | companies cannot be struck off. |
| their own ways. Either way, there's still one more entity | | | | Good thing about striking off a company is that it's |
| to face: The Law. | | | | much faster, requires less hassle and it's a lot cheaper. |
| Your visit to your favourite legal consultant could've | | | | That is what you get IF you've solved all the main |
| already paved a string of information for you – But | | | | problems in the company yourself. If you're looking to |
| it's often never really enough. Well, if you're reading this, | | | | liquidate your company with tonnes of problems such |
| you're definitely at the right place already. | | | | as debts and legal issues, it's best to leave it to a |
| The big question follows: Should I strike off or wind up | | | | liquidator. |
| my company? Wait – How are they different | | | | The cons in striking off a company is that there are |
| anyway? In terms of company legal laws in Malaysia, | | | | vast amounts of perfection needed just to apply for a |
| they are quite different. | | | | strike off. Striking off works best for small companies. |
| If you've dropped by any consulting firms that offer | | | | Any bigger would altogether be a different story. The |
| striking off or company wind up services, they'll | | | | best way to solve your problem: Consult a |
| probably advise you based on your situation. And | | | | professional consultant. |
| usually, they'll give you choices to make before they | | | | Here's a neat trick to striking off your company: Should |
| actually offer you a consulting service. Let KLM give | | | | you change your mind or maybe decided to run your |
| you some information so that you make an informed | | | | business again, SSM allows you to reclaim and restore |
| decision. | | | | your struck off company 15 years within the date of |
| Understanding ‘dead' businesses | | | | striking off. (Companies Act 1965 Section 308 (5)) |
| No, they aren't literally dead. Although dormant | | | | Winding up a company |
| companies (companies with no more operations and | | | | There are two ways to wind up a company: By court |
| business transactions) have already stopped its | | | | or voluntarily. It seems pretty understandable at this |
| business processes, it doesn't mean that SSM | | | | point. |
| (Suruhanjaya Syarikat Malaysia or Companies | | | | When Form 65(A) is submitted to the Registrar, a |
| Commission of Malaysia) will automatically remove this | | | | provisional liquidator will already be appointed |
| company from its ROC (Registrar of Companies) list. | | | | beforehand. Then feedback is required by the |
| It's still registered, and holds a license to conduct | | | | Registrar to when is this ‘winding up resolution' is to |
| business in whatever legal form it is capable of. Also, | | | | be approved. |
| keep in mind that for dormant companies: | | | | What does a liquidator do: To wind up a company by |
| - It's directors still hold a legal responsibility to conduct | | | | distributing assets to the creditors (and other parties |
| yearly ‘reports', in which includes filing annual returns, | | | | involved); and anything left will be given to the |
| auditing, keep proper accounts and transactions, taxes, | | | | company shareholders. When a liquidator steps in and |
| etc. All the standard duties every private limited | | | | take control, all of the company's directors and |
| company has to perform annually. | | | | shareholders power will cease and it's the liquidator's |
| So even if you forgot all about your dormant | | | | duty to ensure the company that's handled by him or |
| company, keep in mind that SSM will not. | | | | her is properly dissolved. |
| Striking off a company | | | | A court order can also be served, and a company is |
| In many ways, striking off a company is a much faster | | | | being directed to be dissolved due to: |
| way as compared to winding up one. When you | | | | 1. Insolvency. Company is unable to pay huge debts or |
| voluntarily ask SSM to strike your company off under | | | | clear a satisfactory amount of debt owed to a |
| Section 308 of Companies Act 1965 titled "Power of | | | | financial institution, supplier or any other related entities. |
| Registrar to strike defunct company off register, this | | | | 2. One or more of its directors has acted in his/her |
| enables the Registrar to strike off your company, or in | | | | personal interest or being unjust to other directors or |
| another term, dissolve the company that you ask for. | | | | acted against the interest of the company and has |
| Here are some of the requirements to strike off a | | | | being served a court order. |
| company: | | | | 3. The court is convinced that it is equitable that this |
| 1. Shareholders'/Directors'/Stakeholders' unanimous | | | | company should be dissolved. |
| resolution. | | | | 4. The number of directors or shareholders is reduced |
| 2. The company has no outstanding balance/amount | | | | to one (a private limited company in Malaysia requires |
| owed by penalties or compounds to SSM or any | | | | two or more shareholders). |
| government departments. | | | | 5. No business operations started since the day of |
| 3. Does not own any unsatisfied charges. | | | | registration (period of one year) or suspends business |
| 4. No outstanding tax balances. | | | | operations for one year. |
| 5. Not a holding company or a subsidiary of another | | | | 6. Where the MoA (Memorandum and Articles of |
| holdings company. | | | | Association) of the company sets an expiry date of |
| 6. Not a Guarantor Corporation. | | | | the business. |
| 7. No assets or liabilities during strike off. | | | | 7. The company has performed an unlawful business |
| 8. Not made any return of capital to its shareholders | | | | that threatens national security or is against the law of |
| directors/stakeholders. | | | | Malaysia. |
| 9. Not involved in any legal issues pertaining the | | | | To find out more about company wind up, tell us your |
| company inside and outside of Malaysia. | | | | story and let us help you out. Contact us now. |
| 10. Information is tip-top and up-to-date. | | | | |