Company Closure in Malaysia | Strike-Off, Winding Up & LLP Closure Guide
When a business in Malaysia stops operating whether due to restructuring, lack of activity, or financial reasons, owners must ensure that the company closure process complies with the requirements of Companies Commission of Malaysia (SSM), Inland Revenue Board (LHDN), and Royal Malaysian Customs Department (RMCD).
Improper closure can lead to future penalties, director disqualification, or outstanding tax obligations. This guide explains all available options for company closure in Malaysia, including Sdn. Bhd., Limited Liability Partnership (LLP), and winding up procedures, along with step-by-step compliance requirements.
1. Company Closure Options in Malaysia
Depending on your company’s financial status and structure, there are three main closure routes:
- Strike-Off (Dormant or Inactive Companies)
- Winding Up (Solvent or Insolvent Companies)
- LLP Closure (For Limited Liability Partnerships)
2. Strike-Off Company Malaysia (Section 549, Companies Act 2016)
The strike-off process is the most cost-effective way to close a dormant or inactive company with no outstanding liabilities.
Eligibility for Strike-Off Application
A company may apply for strike-off if:
- It is dormant or inactive and has no intention to continue business.
- It has no outstanding liabilities or debts.
- It has no assets or bank balances.
- It has no outstanding tax obligations with LHDN, RMCD, or EPF.
- It has no pending legal proceedings or charges.
Strike-Off Application Process (SSM Company Closure)
- Cease all operations and close business accounts.
- Settle statutory filings — submit latest Annual Return and Financial Statement to SSM.
- Obtain tax clearance from LHDN and confirm no SST obligations with RMCD.
- Board resolution passed to approve strike-off and authorise submission.
- Submit Form Section 550 to SSM with supporting documents.
- SSM review and Gazette publication — if no objection is received within 30 days, the company name will be removed from the register.
Duration: 6–12 months
Cost: Low, administrative and professional fees only
Why a Strike-Off Application May Be Rejected
While the strike-off process under Section 549 of the Companies Act 2016 offers a simplified route to close a dormant company, many applications are rejected by SSM due to non-compliance or incomplete declarations. Understanding these common rejection reasons can save business owners time and unnecessary resubmissions.
a. Outstanding Liabilities or Creditors Exist
SSM will immediately reject a strike-off application if the company has any unpaid debts, including:
- Unpaid tax liabilities with LHDN or SST obligations with RMCD
- Outstanding employee contributions with EPF, SOCSO, or EIS
- Unpaid director’s loan, trade creditors, or shareholders’ advances
Tip: Ensure the company has settled all debts and obtains written confirmation (tax clearance, zero-balance bank letter, etc.) before submission.
b. Company Has Not Filed Annual Returns or Accounts
Failure to lodge annual returns or financial statements with SSM may lead to automatic rejection. Even if the company is dormant, all outstanding filings must be brought up to date before applying for strike-off.
c. Active Bank Accounts or Assets Detected
If the company still maintains a bank account balance, owns assets, or has registered property, it indicates that the company is still “in operation”. SSM treats this as ineligible for strike-off.
All bank accounts must be officially closed, and any remaining funds must be withdrawn or transferred before the application.
d. Ongoing Legal Proceedings or Disputes
If the company is involved in litigation, arbitration, or government investigations, the application will be deferred or rejected. SSM cannot strike off a company while it is the subject of a pending legal matter.
e. Incorrect or Incomplete Supporting Documents
Missing or improperly certified documents — such as board resolution, declaration of no assets and liabilities, or tax clearance letter — can result in rejection.
Always verify the document checklist in the Section 550 form before submission.
f. Active Business Activity Detected
If SSM or LHDN records show recent transactions, issued invoices, or employee payroll submissions, this suggests the company is still trading. Such companies are not eligible for strike-off.
- Objections from Third Parties
After SSM publishes a notice of intention to strike-off in the Gazette, any creditor, shareholder, or government body may file an objection within 30 days. If any valid objection is raised — even if minor — the application will not proceed.
h. Directors with Other Non-Compliant Companies
In some cases, if the directors are also officers in other companies with outstanding defaults (e.g., unfiled annual returns or compounded offences), SSM may delay or reject the application as part of its integrity review.
i. Wrong Declaration of Company Status
Submitting a declaration stating the company is dormant when it has recently issued invoices, received income, or incurred expenses is considered a false declaration.
SSM treats this as an offence under the Companies Act, and such applications are often rejected with possible penalties imposed.
📩 Need professional company secretary services to assist on company strike off? Contact Amaze Advisory at salesteam@amazeadvisory.com or call +6013-284 7678 / +6013-323 7678.
3. Winding Up Process in Malaysia (Company Liquidation)
If the company has assets, debts, or ongoing contracts, it must be closed through winding up.
Types of Winding Up
| Type | Description | Suitable For |
| Members’ Voluntary Winding Up (MVWU) | Initiated by shareholders when company is solvent and can pay debts within 12 months. | Solvent companies |
| Creditors’ Voluntary Winding Up (CVWU) | Initiated by directors when company is insolvent; creditors appoint liquidator. | Insolvent companies |
| Compulsory Winding Up (Court-Ordered) | Ordered by court, often due to insolvency or legal petitions. | Companies with unresolved debts or disputes |
Members’ Voluntary Winding Up (MVWU) Process
- Declaration of Solvency signed by directors.
- Special resolution by shareholders to wind up.
- Appointment of liquidator.
- Liquidator settles debts, realises assets, and distributes remaining funds to shareholders.
- Final meeting and filing of liquidation report to SSM and LHDN.
Duration: 12–18 months
Thresholds and Key Requirements:
- Declaration of Solvency:
- Directors must make a statutory declaration that the company can pay all its debts within 12 months from the commencement of winding up.
- The declaration must be lodged with SSM before the resolution to wind up is passed.
- A Statement of Assets and Liabilities (verified by affidavit) must be attached.
- Solvency Threshold:
- There is no fixed monetary amount, but the directors must reasonably believe the company’s assets exceed its liabilities.
- Insolvent companies (unable to pay debts in full) cannot use MVWU and must proceed under CVWU instead.
- Special Resolution by Members:
- The shareholders must pass a special resolution (75% approval) to voluntarily wind up the company.
- Appointment of Liquidator:
- Members appoint a liquidator to administer asset realisation, debt repayment, and final distribution to shareholders. Under MVWU, there is no requirement to appoint a licensed liquidator. A Company Secretary will be able to assist on the process and will be more cost effective as compared to appointing a licensed liquidator.
📩 Need a liquidator to assist on Members’ Voluntary Winding Up? Contact Amaze Advisory at [salesteam@amazeadvisory.com] or call +6013-284 7678 / +6013-323 7678.
Creditors’ Voluntary Winding Up (CVWU)
- Directors convene a creditors’ meeting to present the company’s statement of affairs.
- Creditors appoint their own licensed liquidator.
- Liquidator sells assets, pays creditors according to priority, and files final accounts.
Duration: 1–2 years depending on asset realisation and court involvement.
Compulsory Winding Up (Court Process)
If the company fails to settle debts exceeding RM10,000, a petition for winding up can be filed in the High Court.
Upon the court order:
- An official receiver or licensed liquidator is appointed.
- Assets are realised and distributed.
- The company name is removed from SSM’s register after completion.
Duration: 2–4 years (depending on complexity).
4️. LLP Closure in Malaysia (Limited Liability Partnership Dissolution)
Apart from companies, many business owners operate under a Limited Liability Partnership (LLP) structure. Closure of an LLP in Malaysia follows a different legal procedure governed by the Limited Liability Partnerships Act 2012.
A. Voluntary LLP Closure (Section 50)
This method is available when the LLP:
- Has ceased business or operations;
- Has no assets or liabilities;
- Has obtained tax clearance from LHDN;
- Has no pending legal or regulatory proceedings.
Process:
- All partners agree in writing to voluntarily dissolve the LLP.
- Submit LLP Form 24 – Notification of Cessation of Business to SSM.
- Settle all tax filings and SST obligations.
- Close business bank account.
- SSM publishes a notice of intention to dissolve.
- If no objection arises within 30 days, the LLP is dissolved.
✅ Timeline: 3–6 months
✅ Cost: Low, primarily professional service fees
📩 Need a company secretary to assist on dissolving LLP? Contact Amaze Advisory at salesteam@amazeadvisory.com or call +6013-284 7678 / +6013-323 7678.
B. Registrar-Initiated LLP Dissolution (Section 51)
If the Registrar has reasonable cause to believe the LLP is not carrying on business (e.g., no annual declaration filed for >12 months), SSM may strike it off after issuing a written notice to partners.
5. Key Compliance Before Deregistration
All entities — Sdn. Bhd. or LLP — must fulfil the following before closure:
| Requirement | Authority | Description |
| Tax Clearance | LHDN | Confirm all corporate and employment taxes are settled |
| SST Deregistration | RMCD | Deregister from Sales & Service Tax (if applicable) |
| EPF, SOCSO, EIS Termination | KWSP, PERKESO | Submit final contributions and employee records |
| Bank Account Closure | — | Close all business bank accounts |
| Final Accounts & Annual Return | SSM | File up to the final year before strike-off or dissolution |
| Form E & EA Submission | LHDN | Final employer tax submission |
| Employment Termination Notice | Labour Department | Comply with Employment Act 1955 notice and compensation requirements |
6. Comparison Table: Strike-Off vs Winding Up vs LLP Closure
| Criteria | Strike-Off (Sdn. Bhd.) | Winding Up | LLP Closure |
| Entity Type | Private Limited Company | Private Limited Company | Limited Liability Partnership |
| Eligibility | Dormant, no assets/liabilities | Has assets, liabilities, creditors | Ceased business, debt-free |
| Authority | SSM | Court / Liquidator | SSM |
| Duration | 6–12 months | 12–24 months | 3–6 months |
| Cost | Low | Moderate–High | Low |
| Tax Clearance Required | Yes | Yes | Yes |
| Legal Effect | Company dissolved | Company liquidated | LLP dissolved |
7️. After Company or LLP Closure
Once the entity is officially dissolved:
- It ceases to exist as a legal entity.
- All property or remaining assets (if any) vest in the Registrar of Companies.
- Directors or partners remain liable for any offences committed before closure.
- Reinstatement requires a court order or SSM approval.
8️. How Amaze Advisory Can Help
At Amaze Advisory, we simplify the entire company or LLP closure process in Malaysia — from eligibility assessment to full compliance documentation.
Our services include:
✅ Advising on strike-off, winding up, or LLP dissolution
✅ Preparing financial statements and tax clearance
✅ Liaising with SSM, LHDN, and RMCD
✅ Ensuring complete regulatory compliance before deregistration
✔️ Email: salesteam@amazeadvisory.com
✔️ Phone: +6013-284 7678 / +6013-323 7678
Let’s build your business foundation the right way — from incorporation to growth and beyond.
Contact Amaze Advisory today and take the first step toward building your business in Malaysia.
