Winding up is a process where the company dissolve from the registration. We will guide you through on how to step by step to strike off from the registration.

1. WINDING UP
Loh Boon How, CA
B. H. Loh & Associates
Chartered Accountant

2. 1. Compulsory winding up (Sec 217(1), Companies Act
1965),
2. Voluntary winding up (Sec 254, Companies Act 1965),
a) Members’ voluntary winding up
b) Creditors’ voluntary winding up
WHAT TYPE OF WINDING UP
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3. COMPULSORY WINDING
UP
Court Winding Up
- In insolvency
- On other ground

4. • The company,
• Any creditor,
• A contributory (a personal representative of a
deceased contributory)
• The liquidator,
• The Minister (Under Sec 205 or para 218(1)(d)).
WHO CAN APPLY COMPULSORY WINDING UP?

5. 1. Compulsory winding up
• Their duty are to take possession and protect the
assets of the company with a view to subsequent
realisation and distribution of the proceeds
among the creditors and contributories. – Sec
8(3) and Sec 227, CA 1965.
2. Voluntary winding up
• Not applicable to its members’ or creditors’
voluntary winding up. - Sec 10(2), CA 1965.
WHO IS THE LIQUIDATOR?

6. • The company unable to pay its debts (A debts at
least RM500 due and payable by the company to
the creditor serving the form and demanding
payment within 3 weeks). - Sec 218(2)(a), CA
1965.
• An application is made to the court for the
company to the wound up in insolvency.
WHY WINDING UP?

7. • A resolution has to passed by the company for
voluntary winding up.
• The winding up shall be deemed to have
commenced at the company of the passing of
the resolution and unless the court, on proof of
fraud or mistake, thinks otherwise all
proceedings taken in the voluntary winding up
shall be deemed to have been validly taken. (Sec
219, CA 1965)
WHEN THE WINDING UP BEGIN?

8. • The application can be opposed by the company
or some of its creditors, for example, creditors
may oppose the application on the basis that
they believe the company will be able to trade
its way out of financial difficult.
• However, it is entire a matter for the court’s
discretion as to whether or not to make a
winding up order.
WHY THE WINDING UP PROCESS FAILED?

9. • Either the court
1. A liquidator
2. Official receiver.
• All the company’s properties are under the
control of the liquidator.
• The powers of the directors and other company
officers are suspended and they cannot act
without approval from the liquidator of the
court.
WHAT ARE THE RESULT OF WINDING UP?

10. • Any disposition of company property, after the
winding up begins, is void unless the court
approves – Sec 223, CA 1965.
• Any transfer of the company’s shares after the
winding up begins is void the court approves –
Sec 226(3), CA 1965.
• Legal proceedings cannot be started or
continued against the company unless the court
approves – Sec 226(3), CA 1965.
WHAT ARE THE RESULT OF WINDING UP?

11. • Enforcement process against company property
cannot be started or continued – Sec 224, CA
1965.
• A secured creditor’s right to enforce its security
is not affected – Sec 229, CA 1965.
WHAT ARE THE RESULT OF WINDING UP?

12. • When the winding up is completed, the company
is deregistered.
WHAT HAPPEN AFTER WINDING UP
COMPLETED?

13. VOLUNTARY WINDING UP
1. Members voluntary winding up (MVWU)
2. Creditors’ voluntary winding up (CVWU)

14. • The liquidation of a solvent company where the
directors have formed an opinion that the
company will be able to pay its debts in full
within the period of 12 months after the
commencement of winding up as started – Sec
257, CA 1965.
WHAT IS THE MVWU?

15. • The liquidation of an insolvent company where
directors make a declaration stating that the
company cannot, by reason of its debts and
liabilities, continue its business. A meeting
between the company and its creditors must be
summoned within 1 month from the date of the
declaration.
WHAT IS CVWU?

16. • If it passes a special resolution to take effect or
when the period fixed for the duration of the
company by the memorandum or articles expires
(if any).
• A resolution of the general meeting requiring the
voluntary winding up of the company is passed.
• The company at general meeting would then
proceed to appoint its liquidators.
WHEN DOES VOLUNTARY WINDING UP BEGIN?

17. • The majority of the directors may before the
notice of meeting made a full inquiry into the
affairs of the company and they formed the
opinion that the affairs of the company will be
able to pay its debts in full within a period not
exceeding 12 months after the commencement
of the winding up.
HOW DOES VOLUNTARY WINDING UP TAKE
EFFECT?

18. • If the company unable to pay its debts within the
period, the directors would have to make a
financial report to the creditors,
• The creditors themselves may appoint the
liquidator.
WHAT HAPPEN IF THE COMPANY FAILED TO
PAY ITS DEBT WITHIN THE PERIOD?

19. WHAT IS THE PROCESS OF VOLUNTARY
WINDING UP?
BOD meeting –
adopt declaration
of solvency
Filled Form 66 –
Declaration of
Solvency
EGM – passed
the special
resolution
Lodge Form 11
within 7 days
Advertise the special
resolution within 10
days from EGM
Lodge Form 71 within
14 days – (Appointment
of liquidator)

20. WHAT IS THE PROCESS OF VOLUNTARY
WINDING UP?
Instruct the banker
transfer to liquidator
account
Notify the IRB & seek
confirmation of the
company’s tax liability
Liquidator sell all its
assets
Liquidator pay all
creditor
Liquidator pay tax
liability & seek a tax
clearance
Liquidator pay capital
distribution(If any) to
the members

21. WHAT IS THE PROCESS OF VOLUNTARY INDING
UP?
Liquidator to
prepare 6
months of
account
Lodge Form 75
within 1
month
Lodge Form 69
after meeting
for 7 days aftr
the meeting.
Liquidator
prepare the
final account

22. • When the Form 69 submitted the expiration of 3
month with the SSM, then the company is
deregistered,
WHAT HAPPEN AFTER WINDING UP
COMPLETED?

23. THANK YOU
B. H. Loh & Associates
Address :
No. 1-3-15, Goldhill Complex,
Tingkat Paya Terubong 1,
11060 Penang.
H/P No. : 016-4893382
Email : bhlohass@gmail.com
Web-site / facebook : bhloh.com.my
23B. H. Loh & Associates