Striking Off Company
SECTION 549: POWER OF REGISTRAR TO STRIKE OFF COMPANY
Notwithstanding any provision in this Act, the Registrar may strike a company off the register, if-
(a) The company is not carrying on business or is not in operation.
(b) The company has contravened this Act
(c) The company is being used for unlawful purposes or any purpose prejudicial to or incompatible with peace, welfare, security, public interest, public order, good order or morality in Malaysia.
(d) In any case where the company is being wound up and the Registrar has reasonable cause to believe that-
(i) No liquidator is acting
(ii) The affairs of the company are fully wound up and for a period of six months the liquidator has been in default in lodging any return required to be made by him
(iii) The affairs of the company has been fully wound up under a winding up by the Court and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company.
SECTION 550: APPLICATION TO STRIKE OFF COMPANY.
Subject to section 549, the Registrar may strike a company off the register either on his own motion or upon an application by a director, member or liquidator of company.
SECTION 551: NOTICE OF INTENTION TO STRIKE OFF COMPANY.
(1) Before the name of a company can be struck off from the register under section 549, the Registrar may serve on the company or the liquidator, a notice, stating that if an answer showing cause to the contrary is not received within thirty days from the date of the notice, a notification to the public will be published in the manner determined by the Registrar, with a view to striking the name of the company off the register.
(2) The Registrar may strike the name of the company off the Register after the expiration of thirty days of the publication of the notification in subsection-
(a) Receives a confirmation that the company is no longer carrying on business or is not in operation,
(b) Receives no reply from the company to the notice referred to in subsection (1)
(c) Receives no objection to the notice and public notification referred to in subsection(1)
(d) Is not satisfied with the reasons as to why the company should not be struck off.
(3) The Registrar shall publish the name of the company which has been struck off in the Gazette and upon publication in the Gazette, the company shall be dissolved.
(4) A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place pf business, and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to an officer of the company, or if there is no officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who formed the company, addressed to him at the last known address.
SECTION 552: OBJECTION TO STRIKING OFF.
(1) Where a notice of intention to strike off a company from the register is given under subsection 551(1), any person may, together with the payment of a prescribed fee, lodge with the Registrar within thirty days from the date specified in the notice, an objection to the striking off of the company on any of the following grounds.
(a) That the company is still carrying on business or there is other reason for it to continue in existence.
(b) That the company is a party to legal proceedings
(c) That the company is in receivership or liquidation or both
(d) That the person is a creditor or a member or a person who has an undischarged claim against the company.
(e) That the person believes that there exists and intends to pursue, a right of action on behalf of the company under Division 6 of Part III
(f) That for any other reasons, it would not be just and equitable to remove the company from the register.
(2) For the purposes of paragraph (1)(d)-
(a) A claim by a creditor against a company is not an undischarged claim if-
(i) The claim has been paid in full
(ii) The claim has been paid in full or in part by a receiver or a liquidator in the course of a completed receivership or liquidation.
(iii) A receiver or a liquidator has notified the creditor that the assets of the company are not sufficient to enable any payment to be made to the creditor
(b) A claim by a member or any other person against a company is not an undischarged claim if-
(i) Payment has been made to the shareholder or that person in accordance with a right under the constitution or this Act to receive or share in the company’s surplus assets.
(ii) A receiver or liquidator has notified the member or that person that the company has no surplus assets.
(3) The Registrar shall not proceed with the striking off unless the Registrar is satisfied that-
(a) The objection has been withdrawn
(b) Any facts on which the objection is based are not, or are no longer correct
(c) The objection is frivolous and vexatious.
(4) The Registrar shall send a notification to the objector and the company if he decides to suspend or to continue with the process of striking off the company.
SECTION 553: WITHDRAWAL OF STRIKING OFF APPLICATION.
Subject to a payment of a prescribed fee, an applicant referred to in subsection 550 may withdraw the application by lodging a notice of withdrawal to the Registrar.