Taxation

What is the difference between winding up and striking off of company?

According to Suruhanjaya Syarikat Malaysia (SSM), the main difference between the processes is as follow:
“For winding up, a liquidator is appointed to be in charge of the winding up process and manage affairs of that wound up company. The liquidator takes full control of the company and is responsible to collect and realize all assets of the company, settle all the creditors’ claims and distribute the surplus asset (if any) to the company’s shareholders according to their entitlements. On the other hand, the striking off process entitles the Registrar to exercise his power under Section 549 CA 2016 (Section 308 CA 1965).”

For both situations, an application for closing of tax files, i.e. number C and number E, must be made to Inland Revenue Board of Malaysia (IRBM) to avoid any penalties or charges which might arise in the future. As such, SPC (Surat Penyelesaian Cukai) to prove that the company has no outstanding amount payable must be applied and obtained from IRBM. SPC will only be issued after the receipt of a complete application and full settlement of tax liability, including employees’ monthly deduction.

Winding Up

Upon applying for SPC, followings are the documents needed to be submitted to IRBM together with the application letter:

• Section 443 / Form 66 – Declaration of Solvency
• Section 439(2)(a) / Form 11 – Notice of Resolution
• Section 513(1) / Form 71 – Notice of Appointment and Address of Liquidator

Upon receiving of SPC, followings are needed for the closure of number C and number E, if any, of company:

• Section 514 / Form 75 – Liquidator’s Account of Receipts and Payments and Statement of The Position In The Winding Up
• Section 459(3) & (4) / Form 69 – Return By Liquidator Relating To The Final Meeting

Strike Off

Upon applying for winding up purpose, followings are the documents needed to be submitted to IRBM:

• Form CP7 – Notice To Call For Information Under Section 81 Of Income Tax Act 1967 – Statement For Striking Off Dormant Company
• Form 49 – Return Giving Particulars In Register Of Directors, Managers and Secretaries and Changes Of Particulars
• Circular Resolution To Strike Off
• Notice under Section 308 / Section 550