Understanding Company Closure in Malaysia: Strike-Off, Winding-Up, and LLP Closure
Closing a company isn’t only about halting operations. Whether it be a dormant business, a company that has completed its purpose, or a decision to exit the market, proper closure is required to ensure compliance with legal and tax obligations. This article shares some expert tips from
Amaze Advisory
on the available closure options for private limited companies (Sdn Bhd) and limited liability partnerships (LLP), along with the processes involved.
Why Proper Company Closure Matters
Companies that do not undergo formal closure procedures may face various consequences, including penalties from the Companies Commission of Malaysia (SSM), outstanding tax audits by the Inland Revenue Board (LHDN), disqualification of directors, and difficulties in future ventures. Proper closure helps avoid these issues.
Strike-Off for Sdn Bhd Companies
The strike-off method is suitable for private limited companies that are dormant and have no remaining assets, liabilities, or business activity. This is done under Section 550 of the Companies Act 2016.
Conditions for Strike-Off
To be eligible for a voluntary strike-off, a company must:
- Have ceased all business operations
- Have no outstanding debts or obligations, including taxes, EPF, SOCSO, and service tax
- Have no remaining assets or open bank accounts
- Not be involved in any legal proceedings
- Obtain full consent from directors and shareholders
- Prepare and submit the latest unaudited financial statements, even if the company is dormant
Process Overview
The process includes preparing board and shareholder resolutions, closing tax files and bank accounts, submitting the required documentation to SSM, and monitoring the progress until the strike-off is published in the official gazette.
Estimated Timeline
The process typically takes 3–6 months, depending on how quickly tax and compliance clearances are obtained.
Members’ Voluntary Winding-Up
This option applies to solvent companies that do not qualify for strike-off due to existing assets, liabilities, or operational complexity. The process involves formal liquidation under the Companies Act 2016.
Winding-Up Procedure
- Directors must declare the company’s solvency
- Shareholders must pass a special resolution
- A licensed liquidator is appointed to manage the winding-up
- The liquidator settles debts, distributes remaining assets, and finalises affairs
- A final general meeting is held before submitting dissolution documents to SSM
Estimated Timeline
This process can take 6 months to 2 years depending on complexity and tax clearance.
LLP Closure
Limited liability partnerships in Malaysia can be formally closed under the Limited Liability Partnerships Act 2000 (amended by the LLP Act 2012).
Conditions for LLP Closure
An LLP is eligible for closure if:
- All business activities have ceased
- No outstanding debts or liabilities remain
- All partners agree to the closure
- Tax matters are finalised and the bank account is closed
Process Overview
Closure involves passing a partner resolution, settling tax obligations with LHDN, submitting Form LLF7 to SSM, and awaiting deregistration confirmation.
Estimated Timeline
LLP closure typically takes 3–4 months, depending on tax and SSM clearance.
Ready to Close Your Company in Malaysia?
Avoid unnecessary fines, disqualification, or compliance headaches. Let
Amaze Advisory handle your
company strike-off, winding-up, or LLP closure with expertise and care.
👉 Get a Free Company Closure Consultation
📩 Or email us at salesteam@amazeadvisory.com to get started.
