There are two routes for a solvent company. A Sdn Bhd that has stopped trading and holds nothing can be struck off: a director or member applies under section 550 of the Companies Act 2016 and SSM removes the name from the register. A company that still holds assets or capital, or has paid dividends, cannot use that route and must be wound up voluntarily through a liquidator.
Key takeaways
- SSM rewrote the procedure on 14 July 2026. The revised guidelines move the application into the Corporate Registry System and revoke Practice Note No. 5/2009.
- SSM charges RM100 to apply and RM500 to withdraw; an objector pays RM300. A company secretary’s fee for preparing it is separate.
- Dissolution is not amnesty. Directors keep the records for seven years, and under section 554(1)(a) their liability “continues and may be enforced as if the company had not been dissolved”.
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How do I close down a Sdn Bhd in Malaysia?
A solvent company chooses between two statutory routes. Striking off suits a company that has ceased business and has nothing left on its books; the application is made under section 550. Voluntary winding up suits a solvent company that still has assets, share capital or a dividend history, and it runs through an appointed liquidator. Abandoning the company is not a third option.
The difference is substance, not paperwork. The Companies Commission of Malaysia (SSM, or Suruhanjaya Syarikat Malaysia) describes winding up as the process by which “the existence of a company is brought to an end, where assets of a company are collected and realised”. Striking off has no liquidator and no distribution, because there is nothing to collect. Weigh the cost of closing against what a dormant Sdn Bhd costs to keep.
Strike-off or winding up: which route can your company use?
SSM’s guidelines decide it. Five conditions push a company out of the strike-off route and into voluntary winding up: it still has assets or liabilities, it has returned capital to shareholders, it has declared or paid dividends in its last lodged audited accounts, it is a holding company, or it is a guarantor corporation.
“If a company still have its capital, the company should proceed with the voluntary winding up process to formally cease its existence.”
— Registrar of Companies, SSM, guidelines revised 14 July 2026
| Situation | Route | Basis |
|---|---|---|
| Ceased business, nothing on the books | Strike-off, section 550 | Guidelines, para 6(b) |
| Never traded, no open bank account | Strike-off, with a declaration | Guidelines, para 6(b)(i)-(ii) |
| Still holds capital, or paid dividends | Members’ voluntary winding up | Guidelines, paras 6(h), 6(k) |
| A holding or guarantor company | Members’ voluntary winding up | Guidelines, paras 6(i), 6(j) |
| In winding up, liquidator stopped acting | Strike-off, paragraph 549(d) | 549(d) guidelines, revised 14 July 2026 |
What does SSM require before it will strike your company off?
Eleven requirements in paragraph 6, and the Registrar checks all of them. They group into the five checks below: the members must resolve on it, the balance sheet must be empty, nothing may be owed to SSM or any Government Department or Agency, the register must already be accurate, and no court action may be pending.
- A members’ resolution under section 290, enclosed “to reflect the consent of the majority members”.
- An empty balance sheet. The management accounts must show no assets and liabilities; if the last audited accounts showed either, attach proof of disposal or settlement. That is why a company often sits dormant first — where the audit exemption thresholds come in.
- Nothing owed: no charges in the Register of Charges, and no penalties or compounds outstanding.
- Tax and government liabilities cleared. Paragraph 6(e) reaches any outstanding tax or other liability with any Government Department or Agency; a company that traded must “settle all outstanding tax and obtain a tax clearance” first — a matter for its tax agent.
- Records already correct, and no court action pending.
Two structures add steps: under paragraph 7 a wholly-owned subsidiary attaches its holding company’s consent letter, under paragraph 8 a company limited by guarantee its latest audited accounts.
How is the application lodged, and what does it cost at SSM?
Through SSM’s Corporate Registry System. Since the 14 July 2026 revision the applicant submits the prescribed declaration and application for striking off through CRS, with every supporting document uploaded at the point of application. The fee is RM100. Objecting costs RM300 and withdrawing an application costs RM500.
The channel is what changed: strike-off now goes through the Corporate Registry System that replaced MyCoID. Those are SSM’s statutory fees only; a professional fee depends on what has to be cleaned up first.
How long does it take, and what can stop it?
There is no fixed timetable, because the clock is the Registrar’s. He serves notice under section 551(1), publishes a public notification, and the company is dissolved only when its name appears in the Gazette. A single sustained objection can suspend the process for one year, and the Registrar may then discontinue it.
Two windows are in circulation, and both are real. The Act sets thirty days: section 551(1) to show cause, section 552(1) to object. SSM’s guidelines revised 14 July 2026 set sixty days to object, and sixty days to withdraw the application. The Companies (Amendment) Act 2024 did not amend sections 549 to 555, so the conflict on the objection window is between the Act and the Registrar’s current procedure, not between two versions of the law. Work to the date on your notice.
Until the gazette it is still a company: the annual return remains due, and a dormant Sdn Bhd still needs a company secretary to lodge it. One duty outlives it: directors retain the registers and accounting records “for a period of seven years after the company has been struck off from the register”.
What if the company still has assets or has paid dividends?
Then it is a members’ voluntary winding up, which begins with a declaration of solvency. Under section 443 the directors declare that the company can pay its debts in full within a period not exceeding twelve months of the winding up commencing. A winding up with that declaration is a members’ voluntary winding up; without one, it is a creditors’ voluntary winding up.
The declaration is no formality: it counts only if made within five weeks immediately preceding the resolution, and a director who makes one without reasonable grounds faces up to five years’ imprisonment or a fine of up to three million ringgit. The resolution is lodged within seven days, and dissolution follows three months after the liquidator lodges the return of the final meeting.
What changed on 14 July 2026, and why is 2025 advice now wrong?
Two things at once. Both of SSM’s striking-off guidelines were revised on 14 July 2026, moving the application into CRS and adding the objection and suspension procedure. Separately, the relief that applied during the 2025 moratorium has gone. Instructions written between April and September 2025 describe an application SSM will no longer accept.
Between 16 April 2025 and 30 September 2025 SSM ran a strike-off moratorium under separate guidelines. Inside that window an applicant “is not required to submit the shareholders’ resolution”, and a company and its directors were entitled to “a 95% reduction for each compound notice”. That relief was limited to the moratorium period. The 14 July 2026 guidelines put the section 290 resolution back and supersede the 19 April 2019 revision. Keeping the company instead? Our guide to secretarial compliance sets out the yearly commitment.
Frequently asked questions
Can I convert my Sdn Bhd back into a sole proprietorship?
Only by closing the company. A Sdn Bhd is a separate legal person: it leaves the register only by being struck off or wound up, and is dissolved when its name appears in the Gazette. To trade as an individual, register a business name and close the company separately — we compare a Sdn Bhd and a sole proprietorship side by side.
Can I just stop filing and let SSM strike the company off?
It is the worst option. The Registrar can strike a company off where it is “not carrying on business or is not in operation”, but until he does, penalties and compounds keep accruing — and they must be settled before any application of your own succeeds. Nor does striking off end a director’s liability.
How long does a strike-off take from application to dissolution?
SSM sets no fixed period. After the application the Registrar serves notice, lets the objection window run, publishes a public notification and only then gazettes the name. The Act sets that window at thirty days, SSM’s guidelines state sixty, and a sustained objection adds a suspension of one year. Plan in months, not weeks.
Can a struck-off company be reinstated?
Yes, within seven years. The company is dissolved when the gazette is published under section 551(3), and any person aggrieved by the Registrar’s decision may apply to the Court within seven years of that date to reinstate the name under section 555(1). The Court must be satisfied the company was carrying on business, or that reinstatement is just.
Sources
- SSM, Guidelines on striking off under section 550 (revised 14 July 2026)
- SSM, Guidelines on striking off a company being wound up (revised 14 July 2026)
- SSM, Guidelines for striking off during the 2025 moratorium period
- Companies Act 2016 — sections 439, 443, 444, 459 and 549 to 555
- Companies (Amendment) Act 2024
- SSM, Winding Up of Companies