Hi everyone. Hope you have a good day!

My dad owned a Sdn. Bhd. established since 1995 (converted from sole proprietor). Currently there are two board of directors in his company, one which is my dad and another director is my aunt.

The business is not working out anymore and they decided to shut down the operation by 31st of Jan, leaving the finance department for payment collection and debt repayment, is there any guideline or anyone who I can refer to for the process of voluntary winding up the Sdn. Bhd.? This is a small company consisting 5 full time worker with 1 active director and 1 sleeping partner (my aunt).

Current situation financially - there are still some cash in bank, outstanding payment from customer, debt from bank, debt from supplier. Besides, there's also GST to be paid by this month for 2015 last quarter (which will be paid within the next 2 week).

The company has been operating at a loss for few years and I don't think this year account is making any profit as well so I think federal taxes should be filed as loss. (Therefore no debt with federal taxes).

Currently no salary owed to our employee, aside from this final month of operation where their salary will be paid on the last day of their work.

I have googled and researched, most of the websites are using striking off as the method to shut down the company (by letting the company inactive for a while), is there any difference/advantage from this method? As far as I know striking off is cheaper than voluntary winding up if I'm not mistaken.

Besides, what is the proper SOP for this wind up process? Should I look for my accountant or lawyer first or should I sell everything and clear all the debt before contacting anyone?

So far as per estimation I think we will be able to collect our outstanding payment and pay all our outstanding debt if the asset price is as expectation, otherwise there might be not enough money to pay our supplier debt (some bad debt has been dragged for years and they had put us into bad debt list).

Besides, due to our plan of closure, the company license has not been renewed yet, probably expiring next month, do we need to renew it before striking it off? Trying to save some money here if possible as the renewal will cost roughly 1k+.

Thanks in advance for all the advice!

TL;DR: Winding up Sdn. Bhd, what/who should I do or look for?

Read the Companies Act 1965.

You can look for a licensed liquidator.

Thanks for the reply! Should we look for them after we sell things we could sell and repay all the debt first or let them to handle? Coz I'm afraid liquidator might lelong our machinery and under quote our machine price and end up we got not enough money for debt repayment.

I do not see why there is need of hurry on appointing liquidator.
You can shut down the company operation aka not doing business anymore, but there is no need to hurry to liquidate the company. Settled everything first aka collect every debt to/owed to the company, selling/cash out valuable asset of the company, distributed available cash as director fee or dividend, and the company left as shell then appointing liquidator.

refer http://www.ssm.com.my/

Contact your company secretary and ask them how to deregister company.
I remember you need to have the last year audited account where you must show that
the company does not own any people or any company or any utility bill money. Otherwise
it cannot be done. All debts must be fully paid before SSM grant you the permission to deregistered.
Of course there must be 0 sales and only asset and capital account. If you are still selling things
or collecting rental where there is income, it cannot be wind up or deregistered.

In your accounts if you have land or assets, it is advised that you sell it or transfered it to director name.
If you have company cash, it is better you transfer to director account so director owned company money.

If you still maintain a sdn.bhd., you need to do audit every year which cost $$, you need to appoint
Secretary who charge you monthly fees.

Another method is to sell your company if you still have sale and still owned people money. Put up
a advertisement in newspaper and give a reasonable price so people in the same line of business
may be interested to buyover. Moreover, it debts are dragged on for a long time, better talk to the
creditors for a 50% waived off and settled cash at 50% than leave some shit behind.

Better wind up Sdn.Bhd. and convert all asset into Singapore Dollar then keep any Malaysia ringgit or asset..
Quickly before it is too late and ringgit will be heading lower.

This post has been edited by 2malaysia: Jan 5 2016, 12:59 PM

Normally a liquidator will do everything for you.

A voluntary liquidation is a very peaceful process, and costs a lot less than a court or creditor's liquidation.
They will definitely not lelong anything, you do that yourself first, at your own time and discretion. They will handle your books, tax liabilities, documentation, filing in the relevant forms, conduct the last meeting etc.

You need to make sure you've settled all your debts, and of course pay the government.

I think your (2Malaysia) method is better tho..
let it run as dormant for a few months while cancelling all your payment/debt commitment.
Then wind it up.

Of course, the easiest way is to just sell the company outright. Even for RM 1 is better than winding it up. Just make sure the new owner takes over any liabilities. Don't want to cause a problem in the future.
Btw, what did you sell if I may ask?

An engineering company, having some heavy machinery such as lathe and milling. Due to the company does not own any land/factory, which translate that keeping all the machinery until it is fully sold will incur more and more expenses on rental bills.

Looking at all the response above most likely we will try to sell all the assets, collect all outstanding payment and clear all the debt first before proceed with our accountant and liquidator.

Besides, is appointing a liquidator compulsory in dissolving the company? Since by the end of the day if we were to clear all the debt and no more assets available other than cash, there is no real point in appointing a liquidator right? Correct me if I'm wrong.

Make sure no more assets, close bank accounts, do one last audit and submit annual return, then just do a strike off. Can go to SSM yourself. Under Section 308

Remember to inform LHDN also that you want to close the company tax file, if not they will send you CP204 fines every year.

Liquidator is very expensive. You need to put an ad in the newspaper also, lots of paperwork to SSM also.

Section 308 very easy.

As far as I know it's unnecessary to hire liquidator unless requested so by creditors.

Thanks for the info, this teaches a lot! I'm having similar situation with TS. May I know normally strike off require how many month of inactive business?

This post has been edited by LovelyPotato: Jan 5 2016, 06:47 PM

This i am not sure. I guess as long within the calendar year end, you can do it already.

Check with your accountant cause you have to Zero everything in the audit report.