How to close a Sdn Bhd company in Malaysia

Due to poor business performance or company being dormant (no activity), business owners may close down their Sdn Bhd company. The owner(s) of a Sdn Bhd company in Malaysia who wants to shut down the business must understand how to do so. In this article, we will explain the processes and costs involved to formally close a Sdn Bhd company in Malaysia.

We will take you through 2 ways on how to close a Sdn Bhd company in Malaysia which are 1) Strike off and 2) Winding up. We have summarized the differences in the processes below:

Related Read: How to close a Limited Liability Partnership LLP in Malaysia »

1. Strike Off a Sdn Bhd Company

Criteria

Section 551 of Companies Act 2016 grants the rights to the shareholders of the company to apply to SSM to strike off the company. This is provided that the following conditions are met:

1. The company has NOT commenced business since incorporation or is NOT carrying on business or ceased business operations for quite some time;
2. The company has NO intention to commence or carry on its business or operation in the future;
3. The company has NO assets and liabilities including outstanding charges in the Register of Charges;
4. The company has insufficient funds to pay for winding up expenses;
5. The company has NO outstanding penalties or offer of compounds under the Companies Act 2016;
6. The company has NO outstanding tax or other liabilities and is NOT indebted to any government agencies in Malaysia;
7. The company has NOT made any return of capital to the shareholders;
8. The information of the company with the Registrar as shown in the “print-out” is up to date;
9. The company is NOT involved in any legal proceeding within or outside Malaysia;
10. The company is NOT holding company or a subsidiary of other corporate body;
11. The company is NOT a “Guarantor Corporation”

Account closure confirmation from Government Agencies

The company will need to obtain closure confirmation from EPF/Perkeso/LHDN. Furthermore, if there is a tax refund, the company should only proceed with bank account closure and strike off the application upon receiving the tax refund. 

Audited Accounts Requirement

For companies which were previously active or those with assets and liabilities, SSM will require them to submit up to date audited accounts prior to accepting the strike off application.

However, SSM may accept unaudited management accounts for companies with no assets and liabilities. Nonetheless, SSM has the sole discretion to require audited accounts after the strike off application.

Processing Time

It usually takes between 6 to 12 months to complete the whole strike-off process.

Strike off initiated by SSM

In accordance with Section 549 of Companies Act 2016, SSM may strike off a company from the register provided if it fails to submit the company’s annual return for three years or more.  

Costs to strike off a company

It will be in the range of RM2,500 to RM3,500 depending on the complexity of the company status.

2. Winding Up a Sdn Bhd Company

Criteria

The winding up process is more complex as it includes Voluntary Winding Up and/or Compulsory Winding Up. Have a look at the article below that covers the processes involved. 

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In short, the winding up process of a Sdn Bhd company will involve application to the court and appointment of liquidator to oversee the entire winding up process. Hence, the cost to wind up a company will usually start from RM10,000.

Before knowing how to close a Sdn Bhd company in Malaysia, it is important to keep your options open on the possible restructuring plans to save your company. Consider closing down your business as your last resort.  

If not, you are strongly recommended to seek professional advice to ensure that you close a Sdn Bhd company in Malaysia properly. At WeCorporate, we provide an extensive range of services and guidance to ease the process of closing a Sdn Bhd.