How does a members' voluntary winding up work in Malaysia?
Directors first make a solvency declaration that the company can pay its debts in full within 12 months. Members then pass a special resolution to wind up, a copy is lodged with SSM within seven days, and a liquidator is appointed to realise assets and distribute. A struck-off route is not always available.
When it is used. For a solvent company that wants to close formally, especially when strike-off is not available (for example, the company has capital left, is a holding company or has assets).
Key steps (Companies Act 2016, Part on winding up)
- Directors' declaration (s.443). After enquiry, directors (or the majority) declare the company can pay its debts in full within 12 months of winding up beginning, with a statement of affairs attached. It must be made before notices of the members' meeting are sent.
- Special resolution (s.439(1)(b)) of members to wind up voluntarily.
- Lodge a printed copy of the resolution with SSM within seven days (s.439(2)(a)).
- Appoint a liquidator who takes over the affairs, realises assets, pays liabilities and distributes surplus to members.
- Final meeting and dissolution, after which the company is dissolved.
If the company cannot pay its debts. It cannot use this route; a creditors' voluntary winding up or a court process applies.
Cost. Liquidator fees vary; ask for a written quote. Tax clearance may also be required. This answer outlines the main steps; the liquidator will manage the detailed forms.
Legal basis
- Companies Act 2016, s.439
- Companies Act 2016, s.443
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- What is a dormant company in Malaysia and what are its obligations?A dormant company is one that is registered but not trading. The Companies Act 2016 has no separate dormant status, so it must still lodge annual returns and financial statements, keep records and registers, and notify changes. If it will not trade again, closing it formally avoids running costs and penalties.
- What is the difference between striking off and winding up a Malaysian company?Striking off removes a dormant company from SSM's register through an administrative process under sections 549 and 550, and suits companies with no assets, liabilities or ongoing business. Winding up is a formal liquidation led by a liquidator, needed where there are assets to distribute or debts to settle.
- What are the conditions to strike off a company under section 550?SSM's guideline requires a members' resolution, no assets or liabilities, no outstanding charges, penalties or tax, up-to-date SSM records, no legal proceedings, no return of capital or dividends, and the company must not be a holding company or guarantor. Application is filed online with a RM100 fee.
- How much does strike-off cost and how long does it take?SSM's application fee is RM100. After you apply, SSM may give a 30-day notice to show cause, then publish a public notification and wait a further 30 days before striking off. The company is dissolved on Gazette publication. SSM does not state a fixed total time, so expect several months.
- Can a struck-off company be restored in Malaysia?Yes. Anyone aggrieved by the strike-off can apply to the High Court within seven years of the name being struck off to have the company reinstated. If the court agrees, the company is treated as if it had never been struck off. Directors' and members' liabilities continue after strike-off.