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Members’ Voluntary Winding Up

The Company must be solvent, i.e. to clear all its liabilities either by way of settlement or obtaining waiver on payment of debts from the creditors concerned prior to the commencement of the proceedings. Further, the company shall obtain a written confirmation from IRB that the Company does not have any outstanding tax liabilities.

Also, please find appended below the procedures on Members’ Voluntary Winding Up for your reference :-

  • Closing of all bank accounts
  • Settlement of all debts with creditors
  • Clear contractual liabilities
  • Finalised accounts
  • Convening Board of Directors’ Meeting
  • Filing of relevant Forms with the CCM and Official Receiver
  • Convening of Extraordinary General Meeting
  • Advertisement
  • Final Meeting

The time frame required for the whole proceedings will be in the range of 1-2 years depending on the tax clearance issued by the IRB.

You are advised to clear all liabilities and loans remaining outstanding and to close all except one bank account prior to the commencement of the winding-up.

A winding up process can be initiated by creditors or members of the company and the Company must be solvent, i.e. to clear all its liabilities either by way of settlement or obtaining waiver on payment of debts from the creditors concerned prior to the commencement of the proceedings. Further, the company shall obtain a written confirmation from IRB that the Company does not have any outstanding tax liabilities.

Please be informed that we may assist you on the above assignment at a fee of RM10,000 excluding government service tax and out-of-pocket expenses and the scope of services are as follows :-

  • Assisting your management in the implementation of winding down the operation procedures and controls;
  • Assisting your management in consultation with lawyers or professionals on legal and technical matters in relation to winding down;
  • Collating and preparing the winding-up documents;
  • Co-ordinating the winding-up documentation and liaising with the various parties involved;
  • Assisting in arranging for general meetings of the Company for the purpose of obtaining the sanction of the Company by special resolution to wind-up the Company and to summon meetings in respect of any matter or for any purpose the liquidators think fit;
  • Assisting in arranging for advertisement in a local newspaper of the winding-up resolution and notice to creditors to submit claims;
  • Assisting in notifying the parties concerned in the winding-up of the Company, i.e. Directors, Secretaries, Auditors, Bankers and the relevant Government authorities such as the Companies Commission of Malaysia (CCM) and the Official Receiver;
  • Where necessary, advising on distribution of interim returns of surplus assets to the contributories pending final distribution;
  • Assisting to effect the distribution of surplus funds of the Company, if any, to the contributories;
  • Where necessary, advising on the funds needed to meet the Company’s requirements in order to complete the liquidation;
  • Preparing and lodging of the Liquidators’ account of receipts and payments and statement of the position in the winding-up every six months after the commencement of the winding-up;
  • Convening of the annual meeting of the Company every 12 months after the commencement of the winding-up;
  • Convening of the final general meeting of the Company; and
  • Assisting and advising on the filing of the final documents with the Registrar of Companies

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