Malaysia Company Law lecture slides for students. With Bahasa and Chinese translation for critical terms.

1. You can cite this information as follows :
 In-text citation : Ng and Chang (2021)
 Reference list : Ng, M.Y. and Chang, C.F. (2021) “Corporate Law of Malaysia : The Rules and Process of Winding up a Company” Social
Science Research Network, at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830192
Note : These slides may provide extra information or illustration that are not found in the full article. This is to facilitate students’ learning.
Undang-undang syarikat  公司法
Corporate Law of Malaysia :
13. Winding-up a Company
• Quick reference for Undergraduate Students
• With translation of key terms in “Bahasa” and “中文”

2. Topics in this Series (search SlideShare using this title) URL to the full Article
1 Boleh Law Introduction to Malaysian Company Law & Companies https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3779693
2 Boleh Law Incorporation of Companies https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797479
3 Boleh Law Corporate Constitution https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797482
4 Boleh Law Share Capital & Capital Maintenance https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797487
5 Boleh Law Rights of Shareholders & Members https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797485
6 Boleh Law Loan Capital https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3797494
7 Boleh Law Directors & Officers https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3806994
8 Boleh Law Accounting and Auditing of Corporate Accounts https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830195
9 Boleh Law Anti-money laundering and anti-terrorist funding https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830185
10 Boleh Law Taxation https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830197
11 Boleh Law Meetings https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830189
12 Boleh Law Rescuing a Company https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830190
13 Boleh Law Winding-up a Company https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3830192

3. Information in this chapter is rich. This slide is
simplified to facilitate learning. You are advised to
read the full article for more detail information.

4. Introduction
• initiated when the existence of the company is no longer viable.
• 3 ways to end a company :
1) Striking off a company
2) Voluntary Winding Up – by members or creditors
3) Involuntary Winding Up – by the Court

5. (1) Striking off a company
• Struck off from the register of companies if the company :
a) has not been carrying on any business
b) has violated the company law
c) has been carrying on activities that is illegal, immoral, threatening peace and national
security and undermine the welfare, order and interest of the public

6. Voluntary and involuntary winding up

7. (2) Voluntary winding up (“VW”)
• By special resolution passed in an Extra Ordinary Meeting (see “Chapter 9 : Meetings” for more
information)
• 2 types of VW :
a) Members’ voluntary winding up
• By special resolution in EGM
• Company is still solvent (mampu menbayar hutang ; 有能力偿还债务)
• Yet, company is closed due to : purpose achieved, members loss interest in the business,
bleak future (masa depan tidak menentu ; 前途黯淡)
b) Creditors’ voluntary winding up.
• Company unable to pay its debts – assets less than liabilities
• No need for Statutory Declaration of Solvency (pengisytiharan bahawa syarikat mampu
bayar hutang ; 偿还债务能力声明) as company is insolvent

8. MVW procedure
SDS – Statutory Declaration of Solvency

9. CVW procedure
(1) Board
Meeting
(2) Declaration of
Insolvency
(optional)
(3) Notice of
EGM (with
members)
(4) Notice of
Creditors Meeting
(5) EGM
(6) Creditors
Meeting
(7) Public
announcement
(8) Appoint
Liquidator
Winding up
process
commence

10. (3) Involuntary Winding up
• Also known as compulsory winding up.
• Winding up is ordered by the Court.
• Grounds to wind-up are as per Sec.465(1), CA 2016
• Petition can be made to the Court to request for the company to be wind up.

11. Sec.465(1), CA 2016
1) Special resolution to wind up by Court
2) Failed to lodge statutory declaration
3) Does not commence business within 1 year
4) No member
5) Inability to pay debts
6) Directors dishonesty
7) Expiry of fixed period
8) Court deem just and equitable (Mahkamah berpendapat ia adil dan saksama ; 法庭认为公
平和合理)
9) Company’s license revoked
10) Company’s business contravene with the law (bertentangan dengan undang-undang ; 为法)
11) Unlawful purpose (tujuan haram ; 不合法用途)
12) Ordered by the Minister

12. Compulsory winding up process
(1) Petition to
the Court
(2) Granting of the
order & appoint
liquidator
(3) Statement of Affair
(penyataan urusan ;
业务说明)
(4) Liquidator’s
report to the Court
(6) Final
meeting
(7) Discharge the
liquidator
(8) Struck off
the company
(5) Asset
distribution

13. Important persons
3 important individuals in a winding up process, namely :
a) The Officers;
b) The Contributory; and
c) The Liquidators
a) Officers
• any Directors, Company Secretary, employees of the company and liquidators (appointed by
members/company under a MVW)
• Any Officers of the company should not direct the company to enter into further commercial
transaction when they have reasonable ground to believe that the company will not be able to
honour its debt
• Criminal offence to defraud creditors.
• Additional liability for directors – civil offence for breach of the fiduciary duties.
• Personal liabilities

14. b) The Contributory
• Individuals who are responsible to contribute to the assets of the company in the event it
goes into liquidation
1) Present members
2) Past members
3) Deceased members
4) Bankrupt members
5) Past or present directors
• The Court may order for confiscation of personal property or to arrest a contributory who
refused to pay

15. c) Liquidators
• Appointed : a) by the company or the members in a MVW
b) by the company or the creditors in a CVW
c) by the Court in a CW
• Liquidator’s qualification – Sec.433(1), CA 2016
• Liquidator’s remuneration – Sec.454(1), CA 2016
• Liquidator’s power : 1) Pay creditors
2) Manage the company’s monies
3) Manage the company’s properties
4) Carry on the business of the company
5) Other powers stated in 11th Schedule and 12th Schedule

16. The End
Check out the next chapter !