November 6

Company Strike-Off in Malaysia (SSM): Step-by-Step Process & Requirements

This guide explains how to remove a company’s name from the register held by the Companies Commission of Malaysia. It covers eligibility, key requirements, and the practical steps directors, shareholders, and secretaries must take.

Striking off ends legal existence. Once removed, the entity cannot trade, hold accounts, or file returns. This guide focuses on private limited (sdn bhd) and public entities under the Companies Act 2016.

The regulator reviews filings, issues public notices, and records the final dissolution in the Federal Gazette. Typical timelines range from about six to twelve months, though some cases take up to fifteen months depending on documents and queues.

This is a practical, step-by-step how-to. You will learn which clearances, resolutions, and declarations avoid delays. We will also compare this route with liquidation and dormant status so you can choose the right path for your business.

Key Takeaways

  • Striking off removes the company’s name from the SSM register and ends its legal existence.
  • Guide focuses on sdn bhd and public entities under the Companies Act 2016.
  • Expect most cases to complete in 6–12 months; some may reach 15 months.
  • SSM (Companies Commission Malaysia) handles notices, reviews, and gazetting.
  • Prepare resolutions, declarations, and clearances to avoid common delays.
  • This route is usually simpler and cheaper than formal winding up but needs careful prep.

Understanding company strike-off in Malaysia: definitions, scope, and legal basis

Voluntary and registrar-initiated routes lead to the same result: the entity is removed from the register and dissolved.

Voluntary removal happens when directors or shareholders file an application because the business has stopped trading and has no assets or liabilities.

Registrar-initiated action occurs when the regulator finds prolonged non-compliance or dormancy. In such cases, the registrar issues a public notice and opens a 30-day window for objections.

The legal framework sits under the Companies Act 2016 and related provisions. Key points:

  • Section 549 sets core conditions for removal.
  • Section 550 explains the registrar’s powers and application mechanics.
  • Section 551 covers objections and withdrawals; Section 555 allows court reinstatement within seven years.
  • Section 560 deals with registrar-initiated action when a company appears dormant.

Who may apply? A director, shareholders, the company secretary on behalf of the entity, or an appointed liquidator may lodge the application. Authority should be documented and clear.

Any ongoing legal proceedings or unresolved obligations will pause or block the process. Dormant sdn bhd firms with no plan to resume operations commonly use this route to avoid ongoing maintenance costs.

Eligibility requirements to Strike Off a Company in SSM under the Companies Act 2016

Before applying, confirm you meet the statutory conditions under the Act. The regulator examines several clear criteria that prove the entity has genuinely ceased operations and carries no outstanding obligations.

Inactivity threshold

The company must have stopped carrying on business for at least 12 months and state there is no intention to resume trading.

No assets and no liabilities

No assets or liabilities means company assets have been disposed of, creditors and employees paid, all bank accounts closed, and no registered charges remain.

Clearances and legal standing

All tax, EPF and SOCSO obligations must be settled. There must be no active legal proceedings, secured creditors, receivership, or outstanding SSM penalties.

Corporate approval and filings

A unanimous shareholder resolution is required. Statutory information and filings with the regulator must be current. Compile supporting documents—management accounts, declarations, and clearances—before submitting the application.

Pre-application checklist: what a company must complete before applying

Before you file the application, complete several formal checks to avoid delays and potential objections. This short checklist helps directors and shareholders confirm the entity meets statutory conditions and avoids common setbacks.

Cease operations

Notify clients, vendors and partners. Stop invoicing, close contracts, and wind down ongoing business arrangements.

Close bank accounts and confirm no remaining balances that could be treated as assets after filing.

Settle obligations

Clear all tax, EPF, and SOCSO liabilities. Pay penalties and settle any remaining debts to creditors or government agencies.

Record every payment and obtain tax clearance to support the application.

Documents to prepare

Assemble the board resolution and unanimous shareholder resolution authorizing the request. Draft a statutory declaration that confirms cessation and full settlement of obligations.

“Submit complete supporting papers at the first filing to reduce follow-up requests and speed up processing.”

Document Purpose Action
Board and shareholder resolution Legal approval for the application Sign and include with submission
Statutory declaration Affirms cessation and settled liabilities Notarize and attach
Financial statements & tax clearance Evidence of no outstanding tax or assets Obtain from accountant and LHDN
Trace attempts for missing shareholders Proof of due diligence Include copies of letters, emails, and calls

Coordinate with your company secretary to pre-validate this checklist. A complete submission lowers the chance of a public notice or further queries and makes the application smoother.

The step-by-step process to apply for strike-off with the Companies Commission of Malaysia

Begin by gathering all required documents, then file the Appendix 1 application with Appendix 2 and pay the RM100 filing fee through your company secretary. This starts the formal process under section 550 of the Act 2016.

application process

Application submission: forms, checklist and fee payment

Submit Appendix 1 together with the Appendix 2 checklist and include the statutory declaration, board and shareholder resolutions, latest financial statements, and LHDN tax clearance. These documents prove there are no remaining assets or liabilities and meet statutory requirements.

SSM notice and public notification

After filing, the regulator issues a notice that triggers a 30-day public objection period. Monitor correspondence and respond fast to any queries to avoid delays.

Federal Gazette publication and official removal

If no valid objections are raised, the office will publish the company name in the Federal Gazette and record dissolution. Keep the Gazette details for your records once the name is published.

Typical timeline and practical costs

The process is straightforward but can take time. Most cases complete within 6–12 months; some extend to 15 months depending on queue and document checks.

  1. Prepare documents and confirm no assets or liabilities remain.
  2. Lodge the application (Appendix 1 + Appendix 2) and pay RM100.
  3. Track the notice period and supply clarifications if requested.
  4. Record the Federal Gazette entry when published and notify stakeholders.

Tip: Keep close contact with your secretary and maintain clear records to smooth the process with the Companies Commission Malaysia.

Objections, withdrawals, and reinstatement: navigating Sections 551 and 555

A thirty-day window opens after notice is issued, during which objections may be filed.

Grounds and fee for objections

Any person may object within 30 days by paying RM300. Common grounds include evidence the business is still operating, active legal proceedings, receivership, liquidation, or creditor claims.

One substantiated objection can pause the process until the matter is resolved, withdrawn, or disproved. That is why pre-filing checks matter.

Withdrawing an application

The applicant may withdraw within 30 days by lodging a Notice of Withdrawal, stating reasons and attaching supporting documents. A RM500 fee applies.

Withdrawals usually follow newly found obligations, potential successful objections, or a decision by directors and shareholders to retain the entity. Keep clear evidence to support the withdrawal.

Reinstatement by court

Under Section 555, a struck company may be restored by court order within seven years if the court finds the removal was improper or requirements were unmet at the time.

If reinstatement reveals assets or debts, a liquidator or other formal process may follow to protect creditor interests. Maintain a strict audit trail of notices, filings, and dates to support any future challenge or defence.

After strike-off: effects on directors, records, assets, and legal obligations

Once the Federal Gazette entry is published, the entity stops existing for legal purposes and cannot conduct any further business. It must cease all operations, close bank accounts, and must not enter new contracts.

operations

What dissolution means for operations and leftover assets

Any overlooked company assets may be deemed abandoned. That risk is why directors should realise balances and distribute property before filing.

Unresolved liabilities can trigger objections or later claims. A struck company with remaining funds or stock risks contention from creditors or regulators.

Record-keeping duties and personal exposure

Directors must retain registers, accounting records, statutory books, and related documents for seven years after dissolution. Keep the Gazette notice and all correspondence on file for that time.

Note: Individuals remain accountable for prior misconduct or breaches even after dissolution. Finalise tax affairs and notify banks, vendors, and stakeholders to reduce future risk.

“Maintain clear records and reconcile assets and liabilities before filing to protect directors and speed resolution.”

Alternatives if you do not qualify for strike-off: liquidation and dormant status

If your firm cannot meet the “no assets, no liabilities” test, formal liquidation is usually the safer route.

When to choose liquidation: use this path when assets, creditors, or unresolved obligations remain. A liquidator safeguards creditor interests, realises assets, and handles distributions under the Companies Act.

Voluntary liquidation (members’ or creditors’)

Members’ voluntary winding up applies when directors can declare solvency under Section 257 and Section 443. A liquidator is then appointed to realise assets, settle debts, and distribute any surplus.

Creditors’ voluntary winding up is for insolvent cases. Creditors meet, appoint a liquidator, and follow statutory notices and reporting rules. This protects creditors when debts cannot be paid.

Dormant status with the regulator

Dormant status suits sdn bhd firms that may resume operations. It reduces compliance burdens while keeping the company registered and able to restart later.

Option When suitable Key steps
Members’ voluntary liquidation Solvent company with assets to realise Declaration of Solvency; appoint liquidator; realise assets; distribute surplus
Creditors’ voluntary liquidation Insolvent entity with unpaid debts Creditors’ meeting; appoint liquidator; statutory notices; creditor claims
Court-ordered winding up Creditor petition or enforcement needs Court petition (Section 465); court appoints liquidator; formal adjudication
Dormant status Non-operational but may restart Notify regulator; reduced filings; maintain records

Compare costs and timelines: strike removal is typically faster and cheaper, while winding up is formal, document-heavy, and liquidator-led. Consider current financial statements, likely creditor claims, and complexity before choosing.

“If you cannot meet the no-assets test or you expect creditor claims, pursue liquidation; if you plan to restart, consider dormancy.”

Consult your company secretary and, when needed, a licensed liquidator to map the compliant path for the company involved.

Conclusion

Conclusion

Decide the best path—removal, liquidation, or dormancy—after reviewing assets, debts, and future plans. For a true company strike, the entity must have no assets or liabilities and all obligations cleared.

Directors and shareholders should verify financial statements, tax clearances, and filings before submitting the application. Work closely with your company secretary to prepare solid documents and reply quickly during review.

If assets, creditors, or liabilities exist, pursue liquidation under the Companies Act with a licensed liquidator. If you may restart, consider dormant status to keep the name while reducing compliance.

Remember: a company struck can be reinstated by court within seven years if removal was improper. Assess your position, pick the right route, and act with care to secure a clean, compliant exit.

FAQ

What does it mean when a company is struck off under the Companies Act 2016?

Being struck off means the company is removed from the register at the Companies Commission of Malaysia (SSM) and ceases to exist as a legal entity. It cannot trade, hold bank accounts, or own assets. Any remaining assets may vest to the government unless reclaimed through court processes.

Who can apply for a company to be removed from the register?

Directors, shareholders, the company secretary, or a liquidator may apply, provided the company meets eligibility criteria under Sections 549–560 of the Companies Act 2016. All applicants must supply required resolutions and supporting documents to SSM.

What are the main eligibility requirements before applying for removal?

The company must have ceased business for at least 12 months, have no assets or liabilities, no pending legal proceedings, no outstanding statutory returns, and not act as guarantor or holding company. Statutory information must be up to date with SSM.

Do I need unanimous shareholder approval to proceed?

Yes. A written resolution signed by all shareholders is normally required to confirm the company’s intention to be removed and that there are no outstanding obligations or unresolved claims.

What obligations must be settled before applying (tax, payroll, contributions)?

All tax liabilities to the Inland Revenue Board (LHDN/IRB), EPF, SOCSO, and any outstanding salaries, supplier debts, and government fines must be settled or resolved. Tax clearance and final returns should be prepared when applicable.

What documents do I need to submit to SSM with the application?

Typical documents include the unanimous resolution, statutory declaration by directors, latest financial statements showing nil assets and liabilities, tax clearance or confirmation of tax position, and completed SSM forms and fee payment.

What is SSM’s process after an application is filed?

SSM reviews the submission, issues a public notice allowing a 30-day objection period, and if no valid objections arise, proceeds to publish the company’s removal in the Federal Gazette. The company is then officially dissolved.

How long does the removal process usually take and what are the costs?

Processing time varies but commonly takes several weeks to a few months depending on completeness and objections. Fees include SSM filing charges and publication costs. Professional advisers may charge additional fees.

What happens if a creditor or regulator objects during the 30-day notice?

A valid objection can halt the removal. SSM may require the applicant to resolve the dispute or withdraw the application. Creditors may pursue recovery, and the company cannot be struck off until objections are cleared.

Can an application be withdrawn after submission? How?

Yes. The company can withdraw by notifying SSM with reasons and supporting documents. Once withdrawn, the company resumes normal status and must continue compliance obligations.

Is it possible to restore a company that has been removed? What is the timeframe?

Yes. A court order can restore a struck-off company within seven years from the date of removal for purposes such as recovering assets or defending legal claims. Restoration requires legal proceedings and court approval.

What happens to company assets left behind when the company is removed?

Abandoned assets may vest in the government. Interested parties can apply to the High Court to claim assets or seek restoration of the company to recover them. Directors should avoid leaving assets unresolved before applying.

What liabilities could directors face after the company is dissolved?

Directors may still be personally liable for wrongful trading, outstanding taxes, unremitted employee contributions, or breaches of duties. Proper closure and documentation reduce personal risk, but potential claims can continue after dissolution.

If the company does not qualify, what alternatives are available?

Options include voluntary liquidation (members’ or creditors’), placing the company in dormant status with SSM, or restructuring to settle debts. Liquidation requires appointing a licensed liquidator and follows formal procedures under the Act.

Are there special rules for private limited companies (Sdn. Bhd.)?

Private companies (Sdn. Bhd.) follow the same sections of the Companies Act 2016 but must ensure they are not acting as guarantor or holding company. All company types must meet statutory conditions and file appropriate resolutions and declarations.

Must final financial statements be lodged with SSM before applying?

Yes. Up-to-date financial statements that demonstrate nil assets and liabilities are required. These help prove eligibility and support the statutory declaration submitted with the application.

How do I notify employees and settle payroll matters before filing?

Inform employees in writing, pay final wages, provide statutory benefits, and ensure EPF and SOCSO contributions and filings are up to date. Keep records of payments and clearance to show compliance to SSM and regulators.

Will the company name become immediately available for others after removal?

After publication in the Federal Gazette, the company name is removed from the register and may be reserved or used by others subject to name reservation rules. Some names linked to trademarks or special restrictions may not be freely reusable.

Where can I find the statutory provisions and official guidance?

Refer to the Companies Act 2016 (Sections 549–560) and guidance from the Companies Commission of Malaysia (SSM). Professional advisers like company secretaries, accountants, or lawyers can help interpret requirements and prepare documentation.


Tags

Closing Company in Malaysia, Company Dissolution Process, Malaysia Business Compliance, SSM Company Strike Off


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