Quick answer
A company that has stopped business, has no assets and no liabilities, and owes nothing to any government agency can apply to SSM to be struck off under Section 550 of the Companies Act 2016. SSM publishes a notice of the intention to strike off before removing the name (s.551). Outstanding taxes, fees or debts must be settled first — striking-off is not a way to escape them.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
When a Sdn. Bhd. no longer trades, keeping it alive still costs money every year: annual returns, audited accounts, tax filings and company secretary fees. Striking-off under Section 550 removes the company from SSM's register without the cost of a liquidator.
The company must qualify. It must have ceased carrying on business, have no assets and no liabilities, and have no outstanding penalties, taxes or charges owed to any government agency — including LHDN, SSM compounds, KWSP and PERKESO. Shareholders approve the application, usually by written resolution (s.297).
SSM does not strike the company off immediately. Under Section 551 it publishes a notice of its intention, giving creditors and other parties the chance to object. Only after that period does the company cease to exist. The most common reason applications stall is an unfiled tax return or a small balance still sitting in the company bank account — both are cleared before we submit.
Who needs this
- Companies set up for a project that has ended
- Dormant companies with no business and no assets
- Owners consolidating several companies into one
- Foreign investors exiting Malaysia with a clean record
02
The four conditions — and the one that fails most applications
Section 550 of the Companies Act 2016 lets a director, shareholder or liquidator apply to SSM to strike a company off the register. The Registrar's discretion is exercised against a short list of conditions: the company is not carrying on business or in operation; it has no assets and no liabilities; it has no outstanding penalties, fines or compounds with SSM; and it has no outstanding tax with LHDN, Customs where registered, or any other government agency.
The condition that fails most applications is 'no liabilities'. A dormant company almost always carries a director's advance on its balance sheet — money the director put in to pay the secretarial fee or the audit. That is a liability, and while it sits there the company does not qualify. It has to be formally waived and the accounts restated so the balance sheet actually reads nil on both sides.
The tax clearance is the second. LHDN does not simply confirm 'no tax owing' — outstanding returns count too, so a company that stopped filing when it stopped trading has to bring its filings current before it can be struck off. Working backwards from the last filed year is usually the longest part of the whole exercise, and it is best started before anything is lodged with SSM.
Has the company ceased business, with nil assets and nil liabilities?
Management accounts must show nil on both sides of the balance sheet.
A director's loan is a liability. Waive it in writing and restate the accounts before applying.
Are SSM records clean — no compounds, no unfiled annual returns?
No outstanding penalties, fines or compounds with SSM.
Outstanding annual returns must be brought up to date first.
Is there tax clearance from LHDN (and Customs, if registered)?
No outstanding tax, and no outstanding returns.
Unfiled returns count as outstanding even when no tax is payable.
All conditions must be satisfied together. Section 550 is a discretion of the Registrar, not an entitlement.
03
Strike-off or members' voluntary winding-up?
Strike-off is the cheap, slow route for a company that genuinely has nothing left in it. A members' voluntary winding-up is the formal route: a liquidator is appointed, assets are realised and distributed, creditors are dealt with properly, and the company is dissolved with a clean legal record. It costs considerably more and takes longer.
The choice is usually decided by the balance sheet rather than by preference. A company with assets to distribute, creditors to settle, or a dispute in the background cannot use Section 550 — and should not try, because a struck-off company can be reinstated by court order within a set period, which leaves the matter unresolved rather than closed.
There is also a middle path worth considering: keeping the company dormant but compliant. If there is any realistic prospect of using the entity again — the same shareholders, a similar business, an existing licence or a bank relationship worth keeping — the annual cost of staying dormant and filing on time is usually far less than incorporating again and rebuilding those registrations from scratch.
04
Documents you need to prepare
Company status
- Confirmation that the company has ceased business
- Latest accounts showing nil assets and nil liabilities
- Bank account closure letter (or statement showing nil balance)
Clearances
- Confirmation of no outstanding LHDN tax
- No outstanding SSM compounds or unfiled annual returns
- KWSP / PERKESO accounts closed or confirmed nil, if registered
Approvals
- Shareholders' written resolution approving the application
- Directors' declaration supporting the application
- Any director's loan owed by the company is a liability — it must be waived or settled before applying.
- Once struck off, any asset left in the company's name vests in the government.
05
How to get it done with ONEKEY BIZ
- 1Eligibility review Week 1
We check filings, tax, bank balance and liabilities against s.550.
- 2Clean-up Week 1–4
We list what must be closed, waived or filed before submission.
- 3Resolution & declaration After clean-up
We prepare the shareholders' resolution and directors' declaration.
- 4SSM application Submission
We lodge the striking-off application with SSM.
- 5Gazette & removal Several months
SSM publishes its notice; the company is removed after the period ends.
You do
- Settle outstanding tax and fees
- Close the bank account
- Sign the resolution and declaration
We do
- Check eligibility under s.550
- Prepare the clean-up checklist
- Draft the resolution and declaration
- Lodge and follow the application to completion
06
What you receive
Proof the application has been lodged.
Shareholders' approval and directors' supporting declaration.
Records of tax, bank and statutory clearances supporting the application.
SSM's confirmation once the company has been removed from the register.
Official sources
Frequently asked questions
Is striking-off the same as winding up?
No. Winding up appoints a liquidator to deal with assets and creditors; striking-off is for companies that have none.
Can we strike off if we still owe LHDN?
No. All outstanding government taxes, penalties and charges must be settled first.
Can a struck-off company be restored?
In limited cases a court can order restoration, so keep the records we give you.