{"id":108,"date":"2026-10-08T02:15:00","date_gmt":"2026-10-08T02:15:00","guid":{"rendered":"https:\/\/vivosgroup.com\/my\/?p=108"},"modified":"2026-10-05T08:12:53","modified_gmt":"2026-10-05T08:12:53","slug":"close-a-sdn-bhd-malaysia","status":"publish","type":"post","link":"https:\/\/vivosgroup.com\/my\/insights\/close-a-sdn-bhd-malaysia\/","title":{"rendered":"How to Close a Sdn Bhd in Malaysia: Striking Off vs Winding Up in 2026"},"content":{"rendered":"\n
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Insights \u00b7 Malaysia Compliance<\/p>\n\n\n\n

How to Close a Sdn Bhd in Malaysia: Striking Off vs Winding Up in 2026<\/h1>\n\n\n\n

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\u2019s tax clearance letter. It files on SSM\u2019s 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\u2019 voluntary winding up.<\/p>\n\n\n\n

For directors and shareholders closing a Malaysian private company. This guide covers SSM\u2019s strike-off conditions as revised on 14 July 2026, the LHDN, Customs, PERKESO and EPF steps, when a members\u2019 voluntary winding up is needed, the tax points and the reinstatement risk.<\/p>\n<\/div>\n\n\n\n

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Step or rule<\/th>Position at 2 October 2026<\/th><\/tr>
Striking off<\/td>Application to SSM under section 550, Companies Act 2016; SSM guidelines revised 14 July 2026<\/td><\/tr>
Eligibility<\/td>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<\/td><\/tr>
LHDN tax clearance<\/td>If the company has operated: returns filed, tax and PCB paid; 14-working-day target once complete<\/td><\/tr>
Customs and employer bodies<\/td>Service tax: notify Customs within 30 days of ceasing; PERKESO: Forms 1A and SIP 3 within 30 days; EPF: notify<\/td><\/tr>
SSM filing and fees<\/td>Corporate Registry System; RM100 to apply, RM300 to object, RM500 to withdraw<\/td><\/tr>
Objection window<\/td>60 days from the date in SSM\u2019s section 551 notice; dissolved on gazette publication<\/td><\/tr>
Members\u2019 voluntary winding up<\/td>Declaration of solvency (debts paid within 12 months), special resolution, liquidator; dissolved 3 months after the final return<\/td><\/tr>
After dissolution<\/td>Records kept 7 years; leftover property vests in the Registrar; court reinstatement possible within 7 years<\/td><\/tr><\/tbody><\/table><\/figure>\n<\/div>\n\n\n\n
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Who can be struck off under section 550<\/h2>\n\n\n\n

Striking off suits a company that is no longer carrying on business and has nothing left in it. Under SSM\u2019s 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.<\/p>\n\n\n\n

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\u2019s 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.<\/p>\n<\/div>\n\n\n\n

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Clearances, filing and the 60-day window<\/h2>\n\n\n\n

A company that has operated needs a tax clearance letter from the Inland Revenue Board (LHDN) first. Under LHDN\u2019s 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\u2019 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.<\/p>\n\n\n\n

The application is lodged on SSM\u2019s 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.<\/p>\n<\/div>\n\n\n\n

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When a members\u2019 voluntary winding up is needed<\/h2>\n\n\n\n

A members\u2019 voluntary winding up suits a solvent company that has cash or property to return, is a holding company or guarantor, or cannot meet SSM\u2019s 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\u2019s tax clearance and distributes the surplus.<\/p>\n\n\n\n

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.<\/p>\n<\/div>\n\n\n\n

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After dissolution: property, liabilities and reinstatement<\/h2>\n\n\n\n

Directors must keep the company\u2019s 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\u2019s 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.<\/p>\n<\/div>\n\n\n\n

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A strike-off checklist for directors<\/h2>\n\n\n\n