If a company incorporated in Malaysia has ceased its business operation, however, it would still be registered with the Companies Commission of Malaysia. To save both time and money, you might need to decide to formally close your business by having the company deregistered. Here are the two common types of company deregistration in Malaysia:

Striking off

It is a process in which the Registrar exercises his discretionary power to strike a company off the register either on his own motion or upon an application by a director, member or liquidator of the company, if:

• the company is not carrying on business or is not in operation;
• the company has contravened the Companies Act 2016 (“CA 2016”);
• the company is being used for unlawful purposes or any purpose prejudicial to or incompatible with peace, welfare, security, public interest, public order, good order or morality in Malaysia;
• in any case where the company is being wound up and the Registrar has reasonable cause to believe that:
• no liquidator is acting;
• the affairs of the company are fully wound up and for a period of six months the liquidator has been in default in lodging any return required to be made by him; or
• the affairs of the company has been fully wound up under a winding up by the Court and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company.

The striking off application can be submitted by a company director or secretary to the Registrar and the whole process typically takes approximately 6 to 12 months subject to the approval from Registrar. The said application shall include evidence that the company has no assets and liabilities remaining and if the company has not been dormant since incorporation, it shall attach its latest set of audited financial statements.

A defunct company is dissolved upon the publication in the Gazette the notice of striking off by the Registrar. However, the company can be restored within 7 years from the date of striking off. In order to restore a company, a person would need to obtain a Court Order.

Winding up/Liquidation 

The winding up of a company in Malaysia can be effected either by way of winding up order made by the Court or by way of a voluntary winding up.

A voluntary winding up of a company can be effected by a resolution either

• a members’ voluntarily winding up where the company is solvent and the liquidator is appointed by the members at the members’ meeting; or
• a creditors’ voluntary winding up where the company is insolvent and the liquidator is appointed by the creditors at the creditors’ meeting.

The liquidator, once appointed, will receive all the company’s records and take over active management of the company from the directors. The liquidator will distribute or dispose all assets, settle all liabilities and obtain clearances from Inland Revenue Board, Employees Provident Fund, Social Security Organisation etc. The entire process may take approximately at least 1 to 2 years to complete. During this process, the company should cease all business and ensure that any documents issued on this behalf include the words “in liquidation”. The shares of the company cannot be sold or transferred without the permission of the liquidator.

Where a company has been dissolved, the Court may declare the dissolution to be void at any time within two years on application of the liquidator or any other person who appears to the Court to be interested, make an order declaring the dissolution to have been void.