How To Close A Sdn Bhd Company In Malaysia A Step-by-Step Guide

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How To Close A Sdn Bhd Company In
Malaysia: A Step-by-Step Guide
If you are a business owner in Malaysia and you find yourself in a position where you need
to close your Sdn Bhd (Sendirian Berhad) company, it is crucial to follow the proper legal
procedures to ensure that the closure is done smoothly and without any legal
repercussions. This process involves various steps and, in some cases, professional
assistance such as secretarial services malaysia and company secretary services in
Malaysia. In this article, we will guide you through the necessary steps to close your Sdn
Bhd company in Malaysia and how to find the right secretary company in Malaysia to
assist you.
What is an Sdn Bhd Company in Malaysia?
Before we dive into the closing process, let’s quickly clarify what an Sdn Bhd company is.
A Sendirian Berhad (Sdn Bhd) is a private limited company in Malaysia that is typically
used for small to medium-sized businesses. An Sdn Bhd company is a separate legal entity
from its owners, meaning the liability of shareholders is limited to the amount of their
share capital. This structure offers various benefits, including limited liability protection,
tax advantages, and the ability to raise capital.
However, there may come a time when you decide to close or wind up your company.
Whether it’s due to business failure, personal reasons, or other circumstances, it is
essential to understand the steps involved.
Steps To Close A Sdn Bhd Company in Malaysia
The process of How To Close A Sdn Bhd Company In Malaysia involves several legal
and administrative steps. It is advisable to work with a company secretary who can guide
you through these steps. Here are the key stages involved:
1. Decide on the Type of Closure
There are two common methods for closing a company in Malaysia:
Voluntary Liquidation: This occurs when the shareholders decide to dissolve the
company voluntarily due to business failure or other reasons. The shareholders
appoint a liquidator (often a professional, such as a company secretary or a
liquidator service provider) to oversee the winding-up process.
Striking Off (Simpler Option): If the company has ceased operations and has no
assets or liabilities, it may apply for a "strike off" by submitting an application to
the Companies Commission of Malaysia (SSM). This process is simpler and faster
compared to voluntary liquidation.
2. Settle Outstanding Financial and Legal Obligations
Before initiating the closure process, make sure that all financial obligations, such as
debts, taxes, and employee wages, are settled. This includes:
Paying off debts: Ensure that all business debts, including loans, outstanding
invoices, and other liabilities, are paid off.
Settling taxes: Any outstanding tax liabilities must be cleared. You can seek
professional advice on tax matters, as the Malaysia tax authorities may need to
confirm that all taxes have been paid.
Employee compensation: If your business has employees, you will need to
compensate them according to the labor laws. Ensure that their employment is
terminated in compliance with the Employment Act.
3. Appoint a Liquidator or Company Secretary
A key part of closing your Sdn Bhd company involves appointing a liquidator, who will
oversee the winding-up process. If you choose the voluntary liquidation method, you may
need to hire a professional to serve as your liquidator. This is where company secretary
services malaysia come in. A qualified company secretary is often appointed as the
liquidator, and their expertise is essential in handling legal documentation and ensuring
that all compliance matters are met.
A top company secretary in Malaysia will assist with the submission of necessary forms
to SSM, draft resolutions, manage the company's financials, and ensure the proper filing
of documents required by law.
4. Prepare and Submit the Necessary Documentation
To initiate the process of closing the company, you will need to prepare and submit
various documents to SSM. These typically include:
Resolution to wind up the company: A special resolution passed by the
shareholders to liquidate the company.
Final financial statements: The last financial statements prepared by the company
showing the financial position at the time of closure.
Application for striking off (if applicable): If you choose the striking-off process,
you need to submit an application for the company to be struck off the SSM
register.
can help you prepare these documents and ensure they are in compliance with the law.
5. Notify Creditors and Stakeholders
It is essential to notify all creditors and stakeholders about the closure of your company.
This can include suppliers, clients, and any other parties that are involved with your
business. You may also be required to publish a notice in a local newspaper informing the
public of the company’s intent to close, allowing creditors to make any claims.
6. Settle Company Assets
If your company has any remaining assets, these should be distributed among the
shareholders, and any remaining liabilities should be settled. It’s important that all of
these steps are done in compliance with Malaysian laws.
7. Final Tax and Compliance Check
Before the closure can be finalized, the Malaysian tax authorities (Inland Revenue Board
or IRB) will conduct a final tax check to ensure that the company has no outstanding tax
liabilities. Once confirmed, the company will be cleared of any outstanding tax
obligations.
8. Obtain a Certificate of Dissolution
Once all the paperwork is processed and the company has been liquidated or struck off,
you will receive a Certificate of Dissolution from SSM. This marks the official closure of
the company, and your Sdn Bhd will no longer exist as a legal entity.
The Role of Company Secretary Services in the Closure
Process
Closing a company involves a great deal of legal and administrative work, and hiring
company secretary services in Malaysia is crucial to ensure everything is handled
correctly. A professional company secretary will help manage all the necessary steps and
ensure that the dissolution process is done efficiently.
Choosing the top company secretary in Malaysia can make a huge difference. With
their expertise and experience, they can guide you through complex legal requirements,
prepare all necessary documentation, and ensure that your closure process is seamless.
A secretary company malaysia offers various services beyond the mere act of closing
a business. These services can include assisting with business incorporation, compliance
management, and maintaining company records. When you choose the right secretary
company, you’re ensuring that you have the support you need not only during the
winding-up process but also in the future should you need further professional assistance.
Conclusion
Closing a Sdn Bhd company in Malaysia requires careful planning, adherence to legal
processes, and timely action. By following the steps outlined above and enlisting the help
of a qualified company secretary, you can ensure that your company’s closure is done
correctly. Whether you opt for voluntary liquidation or striking off, it is crucial to consult
with a professional firm like Consistantinfo.com.my, which specializes in secretarial
services in Malaysia and can provide expert guidance throughout the process.
Contact Info
A-12-05, Ekocheras Office Suites, No, 693, Jln Cheras, Batu 5, 56000 Cheras, Federal
Territory of Kuala Lumpur
Phone: +6011 3669 6823
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