If your business has stopped trading, you may want to close Sdn Bhd Malaysia style, with a proper strike off at SSM rather than leaving the company sitting idle. A dormant company still has to file its annual return, keep a company secretary and meet its statutory obligations every year, so a dormant shell is not free to keep. Striking it off removes it from the register once and for all, provided it meets SSM’s conditions.
This guide explains when strike off applies, what your company must have in order first, the step-by-step process under the Companies Act 2016, the SSM fee, and what happens afterwards.
Close Sdn Bhd Malaysia: Strike Off vs Winding Up
There is more than one way to close a company in Malaysia, and the right route depends on the company’s financial position:
| Route | Suitable for |
|---|---|
| Strike off (Section 549 / 550) | A dormant company that is not carrying on business and has no assets or liabilities |
| Members’ voluntary winding up | A solvent company that still has assets to be realised and distributed |
| Creditors’ voluntary or court winding up | An insolvent company that cannot pay its debts |
Strike off is the simplest and cheapest of the three, which is why most dormant companies go this way. If your company still owns assets or owes money to creditors, it generally will not qualify, and you need to deal with that first or choose a winding up route instead.
Close Sdn Bhd Malaysia: Is Your Dormant Company Eligible?
A company that applies for strike off must satisfy SSM that it is not carrying on business or in operation. SSM generally expects the following:
- Shareholder approval. The shareholders have approved the application. If some cannot be contacted, there must be proof of reasonable attempts to trace them.
- No assets and no liabilities. Or, where there used to be some, evidence that they have been disposed of or settled.
- No outstanding payments to government agencies. That includes tax, penalties and compounds.
- No legal proceedings in or outside Malaysia.
- Up-to-date statutory filings with SSM, such as overdue annual returns.
- No return of capital to shareholders.
- Not a holding company or a guarantor corporation.
- Bank accounts closed.
If your annual returns have fallen behind, clear them before you apply. See: Annual Return Filing in Malaysia. Companies that skipped their beneficial ownership filing should also check Beneficial Ownership Reporting in Malaysia.
Close Sdn Bhd Malaysia: Step-by-Step Strike Off Process
Step 1: Clean up the company’s position
Settle outstanding debts, close the company’s bank accounts, file any overdue returns, and make sure there are no unpaid amounts owed to government agencies. In practice it is worth confirming your tax position with LHDN before you apply, since outstanding tax is a common reason applications are held up.
Step 2: Pass the shareholders’ approval
The shareholders approve the application to strike off the company. Keep the resolution and any evidence of attempts to contact untraceable shareholders, because SSM may ask for it.
Step 3: Prepare and lodge the application
A director, a member or a liquidator completes the declaration and the supporting checklist, which usually includes the company’s latest financial statements and related documents, and lodges it with SSM together with the application fee.
Step 4: Public notification and the 30-day objection period
After lodgement, SSM may issue a notice and the application is publicly notified. Anyone with a valid reason, such as a creditor with an unsettled claim, can lodge an objection within 30 days. If an objection is raised, the process is held up until it is resolved.
Step 5: Publication in the Federal Gazette
If there is no objection, or any objection is cleared, SSM publishes the company’s name in the Federal Gazette after the 30-day period. The company is dissolved on publication.
Strike Off Company SSM: Fees and Timeline
| Item | Cost |
|---|---|
| SSM strike off application fee | RM100 |
| Company secretary or professional fee | Varies by provider and by how much clean-up work is needed |
The RM100 is only the government fee. Your total cost depends on how tidy the company’s records are, whether overdue filings must be cleared first, and who prepares the application. Get in touch for a quote specific to your company.
On timing, the 30-day public notification period is built into the process, and it sits on top of the time you need to prepare the company and the time SSM takes to review the application. Companies with overdue filings or untraceable shareholders take longer than clean, simple ones.
Close Sdn Bhd Malaysia: What Happens After Strike Off?
- The company is dissolved once its name is published in the Federal Gazette, and it no longer has a legal existence.
- Directors should keep the company’s registers, books and records for several years after dissolution, in case they are needed later.
- Reinstatement can be possible. In limited circumstances, a struck-off company can be restored to the register by petition within a limited period, but this is a more involved process than getting it right the first time.
Dormant Company: Keep It or Close It?
If you are not sure the business is finished, a dormant company can be kept alive, but it is not cost-free. Every year it still needs:
- A company secretary. See Is a Company Secretary Compulsory for Sdn Bhd in Malaysia?
- Annual return filing, even with no trading activity
- A registered office and up-to-date statutory registers
If the business is clearly finished, closing the company usually costs less than carrying those recurring obligations year after year. If you might restart within a year or two, keeping it may be cheaper than incorporating a new company later.
Common Mistakes When You Close Sdn Bhd Malaysia
- Applying with overdue annual returns. Clear these first, or the application can be rejected.
- Forgetting the bank account. An open account is a sign the company is still operating.
- Assuming strike off wipes out debts. A company with outstanding liabilities generally does not qualify.
- Not tracing missing shareholders. SSM expects evidence of reasonable attempts.
- Ignoring outstanding tax. Unpaid tax or penalties can hold the application up.
Ready to close your dormant company properly? Get in touch and we will review your company’s position, tell you what needs clearing first, and guide you through the strike off.
Frequently Asked Questions
Q: How do I close a Sdn Bhd in Malaysia?
If the company is dormant with no assets or liabilities, you apply to SSM to strike it off under the Companies Act 2016. If it still has assets or debts, a winding up route is usually required instead.
Q: How much does it cost to strike off a company with SSM?
The SSM application fee is RM100. Professional fees for preparing the application are separate and vary by provider and by how much clean-up the company needs.
Q: Can I strike off a company that still has debts?
Generally no. SSM expects the company to have no outstanding liabilities, including payments owed to government agencies, so debts must be settled before you apply.
Q: How long does it take to strike off a company in Malaysia?
The process includes a 30-day public notification period, on top of your preparation time and SSM’s review. A clean, simple company is much faster than one with overdue filings or untraceable shareholders.
Q: Do dormant companies still need to file an annual return?
Yes. A dormant company must still file its annual return every year and keep a company secretary until it is formally struck off or dissolved.
Q: When is the company officially dissolved?
When SSM publishes the company’s name in the Federal Gazette, after the 30-day public notification period ends without an unresolved objection.
