Question 1

Can SSM strike off my company without telling me?

Accepted Answer

SSM may serve notice under section 551(1) and publish a public notification before striking a company off. Section 551(4) sets out how that notice may be addressed: to the registered office; if no office has been registered, to an officer of the company; and where there is no officer whose name and address are known to the Registrar, to each of the persons who formed the company at his last known address. A notice can therefore be properly issued without reaching anyone currently running the business.

Question 2

Does a strike-off wipe out all liabilities?

Accepted Answer

No. Dissolution does not necessarily extinguish existing liabilities. Section 554(1)(a) preserves any liability that a director, officer or member already has and allows it to be enforced as though the company had not been dissolved. It does not convert company debts into personal ones. The treatment of a particular company debt, tax liability or employee claim should be assessed under the legislation applicable to that liability.

Question 3

How long do I have to reinstate a struck-off company in Malaysia?

Accepted Answer

Seven years after the company's name has been struck off, under section 555(1). The application is made to the High Court by originating summons, with the Registrar of Companies named as defendant. The Court may order reinstatement where the company was carrying on business or in operation at the time of striking off, or where it is otherwise just that the name be reinstated.

Question 4

What happens to company assets after a strike-off?

Accepted Answer

Section 557 of the Companies Act 2016 provides for certain outstanding property and rights of a dissolved company to vest in the Registrar, and section 558 gives the Registrar power to dispose of that property, including by public auction, public tender or private contract.

Question 5

Can I apply to strike off a company that still has assets?

Accepted Answer

For a company applying for strike-off, SSM's section 550 requirements include having no assets or liabilities, together with other eligibility conditions. Where assets, liabilities or unresolved claims remain, winding up or another formal process may need to be considered.

Question 6

My Malaysian subsidiary is dormant. Is it safer to leave it or close it?

Accepted Answer

Leaving it carries a specific statutory risk. Section 68(8) lets the Registrar strike a company off where annual returns have not been lodged for three or more consecutive years, and section 68(9) exposes the company and every officer to a fine of up to RM50,000 and, for a continuing offence, a further fine of up to RM1,000 for each day the offence continues after conviction. A deliberate strike-off application allows the company to initiate an orderly closure process rather than waiting for SSM to act, subject to SSM's eligibility requirements and completion of the strike-off process.

Business Guides in Malaysia

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