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Registrar of Companies issues Guidelines for Striking Off a Company during Moratorium Period

05 May 2025

Sections 549 and 550 of the Companies Act 2016 (“CA 2016”) confer power on the Registrar of Companies (“Registrar”) on his own motion or upon application, inter alia, by a director or shareholder of a company, to strike the company off the register for various reasons, including where the company is not carrying on business or is not in operation.
 
The Registrar has issued the Guidelines for the Application by Directors or Members to Strike the Name of a Company Off the Register under Section 550 of the Companies Act 2016 (Revised 19 April 2019) (“2019 Guidelines”) to set out the requirements for striking a company off the register when it is not carrying on business or is not in operation.
 
To ease the prerequisite requirements for companies to be struck off in a cost effective manner, the Registrar has issued the Guidelines for the Application to Strike a Company Off the Register under Section 550 of the Companies Act 2016 during the Moratorium Period from 16 April 2025 to 30 September 2025 (“Guidelines”) which dispenses with the requirement to submit a shareholders’ resolution approving the initiation of the striking off.1 It is to be noted that the Guidelines will only be effective from 16 April 2025 to 30 September 2025 (“Moratorium Period”).
 
Requirements under the Guidelines
 
The Guidelines provide that a director or a shareholder of a company may apply for the company to be struck off the register by complying with the following: 
  1. completing the declaration in the form of the Application to Strike Off Company in Appendix 1 of the Guidelines (“Appendix 1”);
  2. providing all necessary documents and complying with the requirements set out in the Checklist for Enclosures in Appendix 2 of the Guidelines (“Appendix 2”); and
  3. submitting to the Registrar the completed application (Appendices 1 and 2) with the application fee of RM100. 
The Registrar must be satisfied under paragraph 8 of the Guidelines that the application fulfils the following requirements: 
  1. the company has no assets and liabilities at the time of application;
  2. the company has no outstanding charges in its Register of Charges;
  3. the company has no outstanding tax or other liabilities with any Government Department or Agency;
  4. the information of the company with the Registrar is up to date;
  5. the company is not involved in any legal proceeding within or outside of Malaysia;
  6. the company has not made any return of capital to its shareholders;
  7. the company is not a holding company;
  8. the company is not a “Guarantor Corporation”;2 and
  9. the company is not a housing developer. 
Additional requirements for application by subsidiary companies
 
For applications made by a subsidiary company, the following additional requirements stipulated in paragraph 11 of the Guidelines must be satisfied: 
  1. for a wholly-owned subsidiary, a letter of consent from the holding company must be signed by one of the directors of the holding company and be printed on the holding company’s letterhead;
  2. for a subsidiary that is not wholly owned, letters of consent must be signed by all shareholders, and if any of the shareholders is a company, the letter of consent must be signed by all the directors of that company and be printed on the company’s letterhead; and
  3. the holding and subsidiary companies must declare that they are not subject to or involved in any investigation or prosecution by any authority to the best knowledge of the director or shareholder signing the application for striking off or consent letter. 
Additional requirement for application by company limited by guarantee
 
For applications relating to a company limited by guarantee, the application must also be accompanied by the company’s latest audited financial statements and a resolution from its directors3.
 
Settlement of outstanding penalties or unpaid compounds
 
If there are any outstanding penalties or unpaid compounds before the commencement of the Moratorium Period by the company or its directors or both, the company and its directors may concurrently with the striking off application, appeal to the Companies Commission of Malaysia for a reduction of the compound. The company and its directors will be entitled to receive a 95% reduction for each compound notice issued to the company and its directors.
 
Requirements under the Appendices
 
Appendix 1
 
In essence, Appendix 1 requires a director or shareholder of the Company to make a declaration to confirm the matters set out in paragraphs 8 and 11 of the Guidelines (accompanied by the relevant supporting documents). In addition, Appendix 1 also requires the director or shareholder to confirm that: 
  1. they have taken all necessary steps to obtain consent from all or the majority of shareholders before applying for striking off;
  2. the company has not carried on business/ has not been in operation since a specified date and that it has no intention to commence its operation/ carry on its business in the future; and
  3. the company has no outstanding penalty or compound under the CA 2016; or if it has, the company applies/ appeals to the Registrar for the penalty or compound to be waived/ reduced. 
Appendix 2
 
This Appendix is a checklist of the documents, as applicable, that have to be submitted in support of the striking off application, that is: 
  1. the application fees of RM 100.00;
  2. covering letter stating reasons to support the application;
  3. declaration by the applicant (Appendix 1);
  4. latest management accounts (balance sheet and profit and loss statement) with each page certified by a director;
  5. waiver letters from directors/creditors;
  6. print-out of company information;
  7. tax clearance (if applicable);
  8. for an application by a subsidiary company:
  • where the company is a wholly-owned subsidiary, a letter of consent from its holding company which is signed by a director of the holding company and is printed on the holding company’s letterhead; or
  • where a company is not a wholly-owned subsidiary, letters of consent from all shareholders, and where any of the shareholders is a company, the letter of consent is to be signed by all the directors of that company and is printed on the company’s letterhead; and
  • a declaration by the holding and subsidiary companies that they are not subject to or involved in any investigation or any prosecution by any authority to the best knowledge of the director/ shareholder signing the application for striking off or the directors/ shareholders signing the consent letter; and
  1. for an application by a company limited by guarantee, the company’s latest audited financial statements and directors’ resolution. 
Effective date of striking off and dissolution
 
The striking off of a company from the register is effected through the issuance and publication of the requisite notices under section 551(1) and 551(2) of the CA 2016. Thereafter, the company that has been struck off shall be dissolved upon the publication of its name in the Gazette pursuant to section 551(3) of the CA 2016.
 
Retention of registers and records etc.
 
The directors shall retain all registers, books, statutory records, accounting records and documents as required under the CA 2016 for a period of seven years after the company has been struck off from the register and shall make them available for inspection upon request by the Registrar.
 
Comments
 
The Guidelines are substantially similar to the 2019 Guidelines except in four respects. First, a company that is a housing developer is not eligible to initiate a striking off under the Guidelines. The 2019 Guidelines is silent on this issue.
 
Second, the Guidelines introduce a significant rebate on outstanding penalties and unpaid compounds by the company or its directors or both, and an appeal for the rebate can be made concurrently with the striking off application.
 
Third, in case of an application to strike off a company limited by guarantee, the Guidelines require a directors’ resolution to be submitted together with the company’s latest audited financial statements.
 
Fourth, notwithstanding that the Guidelines have not included the requirement under the 2019 Guidelines for a shareholders’ resolution authorising the initiation of the striking off, it is to be observed that in the case of a subsidiary that is not a wholly-owned subsidiary, the Guidelines require letters of consent to be signed by all shareholders for the striking off. Thus, in cases involving subsidiaries that are not wholly-owned subsidiaries, the task of procuring the consent of all shareholders may be more challenging than the convening of a shareholders’ meeting and passing of a resolution which requires a majority vote of the shareholders present and voting on the resolution. Also, as mentioned earlier, it to be noted that the director/ shareholder making the application is required to declare in Appendix 1 that all necessary steps have been taken to obtain consent from all or the majority of shareholders before applying for striking off.
 
 
Article by Francine Ariel Paul (Senior Associate) and Faith Chan (Associate) of the Corporate Practice of Skrine.
 
 
 
1 The Guidelines emphasise that the applicant is nonetheless obligated to undertake all requisite measures to secure consent from either all or the majority of the shareholders of the company prior to the submission of the application.
2 For further guidance on the requirements of paragraphs (a) to (h) above, refer to paragraphs 5(b) to 5(j) of the 2019 Guidelines.
3 The Guidelines do not provide guidance as to the contents of the directors’ resolution.

This alert contains general information only. It does not constitute legal advice nor an expression of legal opinion and should not be relied upon as such. For further information, kindly contact skrine@skrine.com.

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