Insights · Malaysia Compliance
How to Close a Sdn Bhd in Malaysia: Striking Off vs Winding Up in 2026
A Sdn Bhd that has stopped business, has no assets or liabilities, owes no tax and has paid no dividends can apply to the Companies Commission of Malaysia (SSM) to be struck off under section 550 of the Companies Act 2016. If it has traded, it first needs LHDN’s tax clearance letter. It files on SSM’s Corporate Registry System for RM100, faces a 60-day objection window and is dissolved when the strike-off is gazetted. Companies with assets to return use a members’ voluntary winding up.
For directors and shareholders closing a Malaysian private company. This guide covers SSM’s strike-off conditions as revised on 14 July 2026, the LHDN, Customs, PERKESO and EPF steps, when a members’ voluntary winding up is needed, the tax points and the reinstatement risk.
| Step or rule | Position at 2 October 2026 |
|---|---|
| Striking off | Application to SSM under section 550, Companies Act 2016; SSM guidelines revised 14 July 2026 |
| Eligibility | No business, assets, liabilities, charges, penalties, tax or government debts or legal proceedings; not a holding company or guarantor; no capital returned or dividends paid |
| LHDN tax clearance | If the company has operated: returns filed, tax and PCB paid; 14-working-day target once complete |
| Customs and employer bodies | Service tax: notify Customs within 30 days of ceasing; PERKESO: Forms 1A and SIP 3 within 30 days; EPF: notify |
| SSM filing and fees | Corporate Registry System; RM100 to apply, RM300 to object, RM500 to withdraw |
| Objection window | 60 days from the date in SSM’s section 551 notice; dissolved on gazette publication |
| Members’ voluntary winding up | Declaration of solvency (debts paid within 12 months), special resolution, liquidator; dissolved 3 months after the final return |
| After dissolution | Records kept 7 years; leftover property vests in the Registrar; court reinstatement possible within 7 years |
Who can be struck off under section 550
Striking off suits a company that is no longer carrying on business and has nothing left in it. Under SSM’s guidelines, revised on 14 July 2026, the members must first pass a resolution approving the application. The management accounts must show no assets and no liabilities; if the last audited financial statements showed either, the applicant must prove that the assets were disposed of and the liabilities settled or waived. A company that never operated instead declares that it has had no transactions and no open bank account.
The company must also have no outstanding charges, SSM penalties or compounds, no tax or other liabilities to any government department or agency, no legal proceedings in or outside Malaysia, and up-to-date SSM records. It must not be a holding company or a guarantor of anyone else’s borrowing, or have returned capital to shareholders to become eligible. The July 2026 revision adds a further bar: a company whose last audited financial statements lodged with SSM show dividends declared or paid cannot apply. A subsidiary also needs consent from its holding company or all its shareholders.
Clearances, filing and the 60-day window
A company that has operated needs a tax clearance letter from the Inland Revenue Board (LHDN) first. Under LHDN’s operational guideline 1/2022, the letter is issued only once returns up to the latest year of assessment are in, any audit is complete, no arrears remain, employees’ monthly tax deductions (PCB) are paid and no legal action is pending; the target is 14 working days from a complete application. A service tax registrant must also notify the Royal Malaysian Customs Department within 30 days of ceasing taxable services, and PERKESO expects Forms 1A and SIP 3 within 30 days of ceasing to be an employer. Tell the EPF too.
The application is lodged on SSM’s Corporate Registry System with supporting documents and a RM100 fee. SSM then issues a notice under section 551. Within 60 days of the date in that notice, anyone with grounds, such as an unpaid creditor, can object for RM300, and the applicant can withdraw for RM500. SSM may suspend the process for up to a year while an objection is resolved. Otherwise the strike-off is published in the Gazette and the company is dissolved. Practitioner guides quote several months end to end.
When a members’ voluntary winding up is needed
A members’ voluntary winding up suits a solvent company that has cash or property to return, is a holding company or guarantor, or cannot meet SSM’s conditions. The directors declare under section 443 of the Companies Act 2016 that the company can pay its debts in full within 12 months, with a statement of affairs, and lodge this declaration of solvency with SSM. The members then pass a special resolution (75% of votes cast) to wind up and appoint a liquidator, normally an insolvency practitioner, who realises the assets, pays creditors, obtains LHDN’s tax clearance and distributes the surplus.
After the final meeting, the liquidator lodges a return with SSM and the Official Receiver, and the company is dissolved three months later. It costs more than striking off but is the proper way to return capital. Shareholders that are companies, LLPs or trust bodies should note that since 1 January 2026 the extinguishment of shares on a dissolution or winding up counts as a disposal for capital gains tax on unlisted Malaysian shares. Budget 2027 is tabled on 9 October 2026; its proposals change these rules only once legislated.
After dissolution: property, liabilities and reinstatement
Directors must keep the company’s registers, books and accounting records for seven years after the strike-off. Property left behind, such as a forgotten bank balance, vests in the Registrar under section 557 of the Companies Act 2016. Existing liabilities of directors, officers and members survive dissolution. For seven years, any aggrieved person, including a creditor, can apply to the court to reinstate the company; under SSM’s guideline on section 555, the applicant pays SSM RM2,000 in costs within 30 days of the order and then lodges the overdue annual returns and financial statements.
A strike-off checklist for directors
- Confirm eligibility: no assets, liabilities, charges, guarantees, dividends, capital returns or proceedings, and not a holding company.
- Bring SSM annual returns and financial statements up to date and pay any penalties or compounds.
- Collect receivables, pay every creditor, close the bank account and keep the final statement.
- File Form e-C and Form E to the latest year, pay all tax and PCB, and apply for LHDN’s tax clearance letter.
- Cancel any SST registration with Customs and deregister with PERKESO and the EPF, keeping proof of no arrears.
- Pass the members’ resolution, collect any consent letters and lodge with SSM, paying RM100.
Frequently asked questions
How long does it take to strike off a Sdn Bhd in Malaysia?
Allow several months. LHDN’s target for a tax clearance letter is 14 working days from a complete application, but unfiled returns or an open tax audit can delay it considerably. After SSM receives the application, there is a 60-day window for objections from the date in its notice, and the company is dissolved only when the strike-off is gazetted.
Can a company with money in the bank be struck off in Malaysia?
No. SSM’s guidelines require the company to have no assets and no liabilities when it applies and prohibit returning capital to shareholders to achieve that. Since the revision of 14 July 2026, a company whose last audited financial statements show dividends declared or paid is also excluded. A company with surplus cash or property to return to its shareholders should use a members’ voluntary winding up through a liquidator.
What is the difference between striking off and winding up a company in Malaysia?
Striking off is an administrative application to SSM for a company that has stopped business and has no assets, liabilities or dividend history. A members’ voluntary winding up is a formal liquidation of a solvent company: directors declare it can pay its debts within 12 months, members pass a special resolution and a liquidator realises assets, pays creditors and distributes the surplus. Dissolution follows three months after the liquidator’s final return.
Can a struck-off company in Malaysia be reinstated?
Yes, within seven years. Under section 555 of the Companies Act 2016, any person aggrieved by the dissolution, such as a creditor, director or shareholder, can apply to the court to reinstate the company. SSM’s guideline asks the applicant to pay SSM’s costs of RM2,000 within 30 days of the order and then lodge the outstanding annual returns and financial statements. Directors’ existing liabilities survive dissolution in any case.
Sources
Figures in this article were checked against these sources on 2 October 2026. Rates, fees and deadlines change, so confirm the current position with the authority before acting.
- Companies Commission of Malaysia (SSM), Guidelines on striking off a company under section 550
- Inland Revenue Board of Malaysia (LHDN), Tax guidelines (Garis Panduan)
- Companies Commission of Malaysia (SSM), Guidelines on striking off a company being wound up
- Companies Commission of Malaysia (SSM), Guidelines on reinstatement under section 555
- Royal Malaysian Customs Department, Service tax guide on registration
- Social Security Organisation (PERKESO), Employer registration
- Employees Provident Fund (KWSP), Employer responsibilities: records
- Inland Revenue Board of Malaysia (LHDN), Guidelines on capital gains tax for unlisted shares