Striking Off a Company Under Section 550

Most people who ask how to strike off a company are really asking how to stop paying for one. That is a reasonable goal, and striking off is the cheapest way to reach it — RM100, no liquidator, no final accounts. It is also the route SSM rejects most often, because the ten conditions in the Registrar’s guidelines are stricter than the two or three that circulate online.

Who applies, and under what section?

Two sections do different jobs, and they get merged constantly.

Section 549 is the Registrar’s own power. He may strike a company off if it is not carrying on business or is not in operation, if it has contravened the Act, if it is being used for unlawful purposes, or in the winding-up situations in s.549(d) — no liquidator acting, or a liquidator six months in default on returns, or a court winding up that ran out of assets.

Section 550 is your route in. It provides that the Registrar may strike a company off “either on his own motion or upon an application by a director, member or liquidator of the company”. Note who is missing: a company secretary cannot apply in their own name, and neither can a creditor.

SSM’s guidelines are narrower still. They cover only s.549(a) — the company is not carrying on business or is not in operation. Every other limb of s.549 is the Registrar’s initiative, not yours.

The ten conditions SSM actually applies

Paragraph 5 of the guidelines (revised 19 April 2019) lists what the Registrar must be satisfied of. Two of them are the reason otherwise-clean applications fail.

#	Condition	The part that catches people
a	Shareholders’ resolution passed under s.290	Majority consent must be evidenced; untraceable shareholders need proof of registered-post attempts
b	No assets and no liabilities	Management accounts must show it. If the last audited accounts showed assets, produce evidence of disposal and settlement
c	No outstanding charges in the Register of Charges	A satisfied loan that was never discharged under s.360 will stop you
d	No outstanding penalties or compounds under the Act	Settle before applying, not during
e	No outstanding tax or liabilities with any government department or agency	A company that traded must obtain tax clearance before filing
f	Company information with the Registrar is up to date	Director particulars must match the Registrar’s records
g	Not involved in any legal proceeding, in or outside Malaysia	Includes proceedings you know are impending
h	No return of capital to shareholders	If capital is still there, the guidelines say to use voluntary winding up instead
i	Not a holding company	A holding company must wind up voluntarily
j	Not a guarantor corporation	Any guarantee of third-party money disqualifies

Conditions (h) and (i) are the underexplained ones. If your Sdn Bhd still holds paid-up capital that has not been spent, you cannot simply distribute it and then strike off — the guidelines treat that as a return of capital and push you to a members’ voluntary winding up. And if the company owns shares in another company, it is a holding company, and the striking-off route closes.

A dormant subsidiary can still be struck off under paragraph 6, but only with a consent letter from the holding company on its letterhead (wholly-owned) or from all shareholders (otherwise), plus a declaration that neither company is subject to investigation or prosecution.

A company limited by guarantee must attach its latest audited financial statements under paragraph 7.

What it costs, and the clocks that actually run

Step	Fee	Authority
Application to strike off	RM100	Item 27, Schedule of Fees, Companies Regulations 2017
Notice of intention to object	RM300	Item 28
Notice of withdrawal of application	RM500	Item 29

Withdrawing costs five times what applying costs. Get the pre-conditions right before you file.

Most guides say SSM gives three months for objections. The Act says 30 days, twice. Under s.551(1) the Registrar may serve a notice stating that if cause to the contrary is not shown within thirty days, a public notification follows. Under s.551(2) he may strike the name off after thirty days from that publication, if the company confirms it is no longer operating, does not reply, attracts no objection, or gives reasons he is not satisfied with. Under s.551(3) the name is then published in the Gazette, and on that publication the company is dissolved.

Total elapsed time is longer than 60 days in practice, because SSM’s internal review and the tax-clearance step sit outside those clocks. But the statutory windows are 30 days each, and if you are the objector, that is the deadline that matters.

On what grounds can someone object?

Section 552(1) gives six grounds, and any person may use them within 30 days of the date specified in the notice:

• the company is still carrying on business, or there is other reason for it to continue;
• the company is a party to legal proceedings;
• the company is in receivership or liquidation, or both;
• the objector is a creditor, a member, or a person with an undischarged claim;
• the objector believes there is a derivative action worth pursuing under Division 6 of Part III; or
• for any other reason it would not be just and equitable to remove the company.

Section 552(2) defines when a claim stops being undischarged: it has been paid in full, or paid in full or part by a receiver or liquidator in a completed process, or the receiver or liquidator has told the creditor there are not enough assets. For members, it is payment of a surplus-asset entitlement, or notification that there is no surplus.

The Registrar cannot proceed unless satisfied under s.552(3) that the objection was withdrawn, the facts behind it are no longer correct, or it is frivolous and vexatious — and he must notify both the objector and the company either way.

Dissolution does not end liability

This is the misconception that costs the most money.

Section 554(1)(a) provides that on striking off, the company is dissolved but the liability of every director, officer and member “continues and may be enforced as if the company had not been dissolved”. Section 554(1)(b) preserves the Court’s power to wind up a struck-off company where there is proof it has realisable property — in which case s.554(2) limits the liquidator’s job to discovering and realising those assets.

Separately, s.556 lets the Registrar act for a dissolved company where some purely administrative act still has to be done. Striking off is an administrative tidy-up of the register. It is not a discharge.

The seven-year reinstatement window under section 555

Almost no commercial guide covers this, and it is the single most useful thing to know if you are on the receiving end of a striking off.

Any person who is aggrieved by the Registrar’s decision has seven years from the date the name was struck off to apply to the Court to reinstate it (s.555(1)). Seven years — not six months, not the objection window.

The test in s.555(2) has two limbs. The Court may order reinstatement if satisfied that the company was, at the time of the striking off, carrying on business or in operation, or, alternatively, that it is otherwise just that the name be reinstated. That second limb is deliberately open, and it is the one a creditor uses when the company was genuinely dormant but was struck off with a claim still outstanding. The Court may also give directions to place the company and everyone else as nearly as possible in the position they would have been in.

Section 555(3) is the sting. Once an office copy of the order is lodged with the Registrar, the company is deemed to have continued in existence as if its name had never been struck off. Annual returns that were never filed were still due. Directors who thought they were finished in year two find out in year six that they never were.

Practically, this means two things. If you are a creditor and your debtor vanished from the register, you have a route, and it runs for seven years. If you are a director, “we struck it off years ago” is not a closed chapter until the seven years have run.

What happened to the 2025 moratorium?

Between 16 April and 30 September 2025 SSM ran a striking-off moratorium under a separate set of guidelines. During that window applicants did not have to submit the shareholders’ resolution (though they still had to obtain consent), and outstanding compounds against the company and its directors attracted a 95% reduction.

That window has closed. No successor moratorium appears in SSM’s legal framework library as at July 2026. Anyone quoting the relaxed resolution requirement or the compound discount today is quoting an expired concession.

Common mistakes

• Distributing the remaining cash, then applying. That is a return of capital under paragraph 5(h) and it routes you into a members’ voluntary winding up. Deal with the capital through the correct mechanism first.
• Forgetting a discharged charge. Loans repaid years ago often sit unsatisfied in the Register of Charges because nobody lodged the s.360 notice. Condition (c) is checked against the register, not against your bank statement.
• Applying before tax clearance. Paragraph 5(e) requires clearance before filing where the company traded. Filing first and clearing later is the most common cause of a stalled application.
• Assuming a struck-off company is safely gone. Section 554 keeps liability alive and s.555 keeps the register entry restorable for seven years.
• Treating a holding company as dormant. Holding one share in a subsidiary makes it a holding company under paragraph 5(i), whatever its trading history.
• Relying on the 2025 moratorium terms. They expired on 30 September 2025.

What’s next

Run the ten conditions as a checklist before you spend anything. If conditions (b), (h) or (i) fail, you are looking at a members’ voluntary winding up, not a strike-off — and the earlier you accept that, the less you spend on a rejected application. If the company cannot pay its debts in full, neither route is open to you and the page you need is creditors’ voluntary winding up. And if a company you are owed money by has already been struck off, count seven years from the striking-off date and take advice on a s.555 application before that window closes.