Professional Documents
Culture Documents
TOPIC : LIQUIDATION
Areas to be covered:-
Deregistration of companies
Procedures for deregistration
Modes of winding up
Members voluntary winding up
Creditors voluntary winding up
Compulsory winding up
Procedure for winding up
Liquidator
Qualification
Notice of appointment and situation of office
Remuneration
Power and duties of liquidator
Resignation
Removal
Committee of Inspection
LIQUIDATION
Deregistration of companies
LIQUIDATION
Deregistration of companies
Dissolution of company
The existence of a company only can be terminate in two ways:-
Struck off (i.e. Deregistration under section S308)
Dissolved as a result of liquidation or winding up
proceeding.
Deregistration of companies
If a company is no longer in operations, its registration should be
cancelled. The CCM empowered to strike off a defunct company (not
useful anymore) from the register of company where he has
reasonable cause to believe that the company has cease to operate.
What is deregistration?
CCM deregister the name of companies from the Register. Section 308
give power to CCM to do so if he is satisfied and has reasonable cause that the
companies are no longer carrying any business. (i.e. cease operation and
become dormant or dormant since inception).
Notice 308 (1): If application being approved, CCM will post the
Notice 308 (1) to latest registered address of the company and a copy
sent to the Inland Revenue Board. Notice 308 (1) a letter from CCM
asking the company to respond within one month if there is any
objection to striking off the company (i.e. the company is still in
business or still in operation).
Notice 308 (4): After 3 month, Notice 308 (4) will be sent to the
company, to all the directors and Percetakan Nasional Berhad to
be Gazetted (in warta kerajaan). The companys name then, will be
struck off from the Register and the company is considered dissolved.
LIQUIDATION
Deregistration of companies
The application to CCM for striking off may be made without need to file
any outstanding Annual Return and Audited Account.
Deregistration Procedures
SD AND LATEST BS
COMPANY CCM
Name will be
deregistered 3 month notice
NOTICE 308 (2)
Winding up or Liquidation
LIQUIDATION
Winding Up
Company CCM
Form 66
Board Meeting
EGM
Form 11
Resolution for Winding Up
Form 71
Appointment of Liquidator
Advertisement
LIQUIDATION
At the creditors meeting (on the same day or after the EGM):
The directors explain the purpose of meeting and the cause for
winding up. To compromise with creditors the repayment
amount. E.g. RM0.30 every RM1.
Statement of the companys affair with list of creditors and their
claims must be tabled at the meeting
To nominate a liquidator but appointment is by creditors
To appoint a committee of inspections which consist of not
more than 5 members and for the purpose to supervise the act
of the liquidator.
Company CCM
Form 65A
Board Meeting
Form 11
EGM
Creditors Meeting
Compulsory Winding Up
LIQUIDATION
Compulsory Winding Up
Presentation of
High Court Winding Up Order
a petition
EGM
Appointment Inspection
Committee
Liquidator - Form 70
Creditors Meeting
CCM
LIQUIDATION
Liquidator
LIQUIDATION
Liquidator
Liquidator
A person shall not act as a liquidator of a company if he is:-
Not an approved liquidator
Indebted to the company in amount exceeding RM2,500
An officer of the company
A partner, employee or employee of an officer of the company
Becomes bankrupt
Convicted any offence
LIQUIDATION
Liquidator
Liquidator
An approved liquidator
An approved auditor who has satisfied the Minister of Finance
that he has the experience and capacity to be a liquidator and to
be paid the prescribed fee under section8(3).
Liquidator
A liquidator shall within 14 days lodge with the CCM and the Official
Receiver (if any) after his appointment, Notice of appointment and of
office of Liquidator, i.e.:
Form 70 for the case of Winding up by the court
Form 71- for the case of members voluntary winding up
Form 72- for the case of creditors voluntary winding up
For any changes in the situation office, the liquidator need to lodge with
CCM Form 73 (Notice of the change).
2. To take control of the companys seal and all books and papers
particularly documents of title
3. To deal with the collection of debts due to company and to control the
other companys assets
7. Within one month after the expiration of the period 6 month of his
appointment and every subsequent period of 6 month thereafter,
the liquidator shall prepare and Lodge Form 75 (Page 262) i.e.
Liquidators Account of Receipts and Payments and Statement of the
Position in the Winding Up.
LIQUIDATION
Liquidator
Power and Statutory Duties of Liquidator -(S269)- p321
8. If winding up more than one year, the liquidator need to table the
Liquidators Statement of Receipt and Payments (Form 75) in
General Meeting (in members voluntary winding up) and in
creditors meeting (in creditors voluntary winding up) within 3
month after each anniversary of the commencement of winding up.
9. After all the affairs of the company fully wound up, the Liquidator
shall call for a final meeting to table the account showing how the
winding up has been conducted and the property has been disposed
off to the member or creditors (as for the case may be).
10. Within 7 days after final meeting, liquidator shall lodge Form 69
(Return By Liquidator Relating to Final Meeting) with CCM
Under s 292 (1), the company should put first priority to pay the
liquidator remuneration
Committee of Inspection
LIQUIDATION
Committee of Inspection
Committee of Inspection-p862 (KSM)
Main function is to assist and supervise the act of liquidator.
The committee is formed under creditors voluntary winding up.
The appointment of committee member is made by the creditors
and by the company.
The composition is not more than 5 persons representing equal
number of creditors and contributories.
The court may on any application under S262 (2) appoint other
persons to act as members for committee of inspection in place
of the persons appointed by the company who were rejected by the
creditors.
A member of the committee is in fiduciary position (good faith)
and cannot for example buy any assets from liquidator.
The committee may act by a majority of their members
present at every meeting.
LIQUIDATION
Committee of Inspection
Committee of Inspection-p862 (KSM)
A member may resign by notice in writing signed by him and
delivered to the liquidator.
A member may be removed by an ordinary resolution at a
meeting of creditors (if he represent creditors) or meeting of
contributories (if he represent contributories).
GOOD LUCK
AND
MAY GOD BLESSED YOU ALL