Companies Act 1965

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RE: GUIDELINES FOR THE APPLICATION TO STRIKE-OFF A NAME OF A DEFUNCT COMPANY UNDER SECTION 308(1) OF THE COMPANIES ACT 1965 DURING MORATORIUM PERIOD (3 MARCH – 30 JUNE 2011)

This guideline serves to inform the procedures and requirements for the application to strike off names of defunct companies under section 308(1) of the Companies Act 1965 (CA 1965) during moratorium period.

BACKGROUND 2. The Companies Commission of Malaysia (SSM) has on 11 January

2007 issued a set of guidelines for the application to strike off the name of a company pursuant to section 308 of the CA 1965. 3. The Minister of Domestic Trade Cooperatives and Consumerisms

has, on 3 March 2011, announced the waiver on compound or penalties imposed on directors of defunct companies to enable them to apply to the Registrar to strike their defunct companies off the register. 4. In pursuance to the announcement, the Management of SSM has

vide a Management meeting No. 4/2011 held on 10 March 2011, decided to relax the requirements for the application for striking off names of defunct companies under section 308(1) of the CA 1965.

1

5.

The effective date of the relaxation of the requirements for

application takes effect from 3 March to 30 June 2011 (hereinafter referred to as “moratorium period”).

WHO MAY APPLY? 6. The application may be made by either the director or shareholder

of a defunct company by filling up the Statement of Declaration by Applicant as per “Appendix 1”.

REQUIREMENTS FOR AN APPLICATION UNDER SECTION 308(1) DURING MORATORIUM PERIOD 7. The Registrar may exercise his discretion to strike off the name of

defunct companies if he is satisfied that the application fulfills the following requirements: (a) The company has no assets and liabilities at the time the application is made; (b) The company has no outstanding tax or other liabilities with any government department or agency; (c) The company has no outstanding charges in the Register of Charges;

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(d)

The

company

is

not

involved

in

any

impending

legal

proceedings within or outside Malaysia;

(e)

The company has no outstanding penalties or offer of compounds under the Companies Act 1965. The waiver on compound or penalties is only applicable to compound or penalties issued by SSM during the moratorium period i.e. from 3 March 2011 until 30 June 2011;

(f)

Companies with outstanding penalty or compound which was issued by SSM prior to the moratorium period may make a concurrent appeal to SSM for a waiver or reduction of penalty/compound by filling in the details in items (d) in Appendix 1.

(g)

The company is not a holding company; and

(h)

The company is not a “guarantor corporation”.

APPLICATION BY SUBSIDIARY COMPANIES 8. The Registrar may also exercise his discretion to allow subsidiary

companies to be struck off under section 308(1) provided that they have fulfilled the requirements under paragraph 7 above together with additional requirements as follows: (a) in the case of a wholly-owned subsidiary, a letter of consent from the holding company is required to be attached with the application. This letter of consent must be signed by the 3

director of the holding company and be printed on the holding company‟s letterhead; (b) in the case where the company is co-owned by other shareholders, letters of consent from all shareholders are required to be attached to the application. The letters of consent must be signed, dated and bear the signature of the shareholders. Where any of the shareholders is a company, the letter of consent must be signed by the director and printed on the company‟s letterhead; and (c) the holding and subsidiary company must declare that it is not subject to or involved in any investigation or prosecution by any authority to the best knowledge of the director/shareholder signing the application for striking-off or the director(s)/shareholder(s) signing the consent...
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