The basic conditions for deregistration of a company’s name under Section 308 of the Companies Act, 1965 (“the Act”) are as follows :-
- The company must be inactive, not carrying on business or is not in operation.
- The company does not hold any assets.
- The company does not have any liabilities.
- The company is not placed under receivership.
- The company has no outstanding charges in the CCM.
- The company has no outstanding penalties or offer of compounds under the Act.
- The company has no outstanding tax or other liabilities with any government department or agency.
- The information of the company with the CCM is up to date.
- The company is not involved in any legal proceedings within or outside Malaysia.
- The company has not made any return of capital to the shareholders.
- The company is not a holding company or a subsidiary of another corporate body.
- The company is not a “Guarantor Corporation”.
- The company does not have sufficient funds to settle its liquidation costs in court.
- Where a transfer of share(s) had occurred, a copy of the Form 32A shall be enclosed with the application.
Consequences of Striking Off
Please note that even though the name of the company has been struck off the register, the liability, if any, of every officer and member of the company shall continue and may be enforced as if the company had not been dissolved and the power of the Court to wind up such company shall remain.
The Court may also on application by any person who feels aggrieved by the name of the company having been struck off the register, if satisfied that the company at the time of the striking off was carrying on business or in operation or that it is just and equitable to restore the name to the register, order that the name of the company be restored to the register.
Such application to the Court shall be made at any time within fifteen (15) years after the name of the company has been struck off. On lodging of an office copy of the order with the ROC, the company shall be deemed to have continued in existence as if its name had not been struck off. The Court may by the order, give such directions and make such provisions as deem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.
Any Directors or officers giving false or misleading information in the deregistration process commits an offence under Section 364(2) of the Act and is liable to imprisonment up to ten (10) years or a fine of RM250,000.00 or both.