Strike Off Company Services in Malaysia

Our Fee for Striking Off Company Service

Company Strike Off

  •  under Section 308 (1)

Striking off a Company Name from the Register of the Registrar is a process where you intent to shut down your business when it could be due to your businesses are running at a loss-making state. You are only allowed to file the striking off company application when all requirements set by the Companies Commission of Malaysia (SSM) have complied. The approval of striking off a company name is subject to SSM’s discretion.

The Registrar would have the power to strike the name of a company off the register if the Registrar has reasonable cause to believe that:

  • The company is not carrying on business or not in operation within the meaning of Section 308(1) of the Companies Act 1965 (CA).
  • The company has been wound up but no liquidator is acting under Section 308 (3)(a) of the CA in the following circumstances:
    1. The appointed liquidator failed or refused to lodge the Notice of Appointment of Liquidator with SSM.
    2. Upon the death of the liquidator and no substitution.
    3. The appointed Liquidator did not or failed or refused to carry out his duties as a liquidator.
  • The liquidator is in his failure to discharge his duty to lodge any return within the 6 months after the company’s affairs are fully wound up pursuant to Section 308 (3)(b) of the CA.
  • The company has no or insufficient assets or funds to pay the expenses in obtaining a court order to dissolve the company under Section 308 (3)(c) of the CA.

Requirements to Strike Off a Company Name under Section 308(1) of CA

In short, the requirements to strike off a company name from the Register of SSM are as follow, where a company:

  1. must be dormant or not in operation.
  2. must get consent from the majority of shareholders.
  3. has no assets and liabilities.
  4. has no bank account.
  5. has no outstanding tax or other liabilities including compound with any government bodies such as EPF, SOCSO etc.
  6. has no outstanding penalties or compound due to SSM under CA 1965.
  7. has filed and updated the latest information with SSM.
  8. is not involved in any legal proceedings within or outside Malaysia.
  9. does not have any charges in the Register of Charges.
  10. has not made any return of capital to shareholders.
  11. is not a holding company or subsidiary of another corporate body.
  12. is not a Guarantor Corporation.

Further to the above short description on requirements to striking off a company name under section 308(1) of the CA, the following are the full details of explanation from SSM that will be taken into consideration to strike off  your company name provided all of the requirements are met:

The directors must obtain the resolution of the shareholders for the initiation of the application to strike off the name of the company from the register on the basis that the company is not carrying on business or the company is not in operation.

The resolution must be enclosed together with the application to reflect the consent of the majority shareholders in respect of the striking off application.

Where a director or shareholder is untraceable, the remaining director or the shareholder concerned may still submit an application for striking off provided the remaining director or shareholder concerned must have made attempts to trace the where about of the other directors or shareholders by writing to him at the residential address as stated in the Registrar’s records or any other records. These attempts must be made by way of registered post. Where the notification from the postal agency is being relied on as proof, this should be submitted as an attachment to the application. Proof of any other modes of attempt (if any) must also be attached to the application.

The company has no assets and liabilities at the time when the application is made.

The Registrar will examine the management accounts certified as true and correct by a Director. However, the Registrar reserves the right to require the applicant to submit audited financial statements.

If the company has not commenced operation, the applicant must inform the Registrar of the following:

  • The company’s date of incorporation and there has been no transaction since then; and
  • The company has not opened a bank account or if there is an account, the latest bank statement is to be attached and to inform SSM about the closure of the account.

The company has no outstanding charges in the Register of Charges.

In respect of charges, the applicant must ensure that the company has no outstanding charges in the Register of Charges kept at the Registrar of Companies.

The company has no outstanding penalties or offer of compounds under the Companies Act 1965.

The company must ensure that all such liabilities are settled before an application for striking off is made.

The company has no outstanding tax or other liabilities with any government department or agency.

Where a company has commenced operation, it must settle all outstanding tax and obtain a tax clearance prior to the filing of the application for striking off.

The information of the company with the Registrar is up to date.

The particulars of directors of the company and any other information as the Registrar deems fit must be the same as in SSM records. If there are any differences or changes in respect of the information of the directors of the company, the company must first ensure that the Registrar’s records are updated before an application for striking off is made.

The company is not involved in any legal proceeding within or outside Malaysia.

The company should not make any application for striking off if it is aware that there is an impending court action against it so as not to deprive others, who have initiated court action against the company, from proceeding with the court action.

The company has not made any return of capital to the shareholders.

The right procedure for any return of capital to the shareholders should be through the process of winding up or capital reduction exercise or any scheme of arrangement or reconstruction exercise.

The company is not a holding company or a subsidiary of another corporate body.

The duty lies on the holding company to take necessary steps to wind up its subsidiary company.

The company is not a “Guarantor Corporation”.

A “Guarantor Corporation” means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by any third party.

For a Striking Off Company Name process to be fully completed, it will take 6 to 12 months and this is subject to the approval from SSM Malaysia.

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