Yes, you can strike off a Sdn Bhd that has foreign shareholders. Suruhanjaya Syarikat Malaysia (SSM), Malaysia’s Companies Commission, uses the exact same strike-off process under Section 550 of the Companies Act 2016 for companies with foreign ownership as it does for fully Malaysian-owned companies. There is no separate “foreign shareholder” track, no extra SSM form, and no special approval layer based on shareholder nationality. What does change is the practical side: tax clearance from the Inland Revenue Board (LHDN) still has to be settled, directors still carry their usual responsibilities, and moving the closure proceeds out of Malaysia follows Bank Negara Malaysia’s foreign exchange rules rather than company law.
🔔 TL;DR
- SSM’s strike-off procedure (Section 550) applies equally to domestic and foreign-owned Sdn Bhd companies. There is no separate process for foreign shareholders.
- A standard strike off company SSM application typically takes 6 to 12 months from filing to removal from the register.
- Before SSM approves the strike-off, LHDN must confirm all tax liabilities are settled and issue a tax clearance letter.
- Bank Negara Malaysia does not restrict foreign shareholders from repatriating closure proceeds abroad, in any foreign currency.
- Striking off a dormant company does not remove your obligations as a director until the company is actually removed from the register. Deadlines and duties stay active until then.
📌 What Does “Striking Off” Actually Mean Under Malaysian Law?
Striking off is the formal process of removing a company from SSM’s register, after which it stops existing as a legal entity. It is different from winding up, which is a court or creditor-driven liquidation process usually used when a company has debts or disputes to resolve. Striking off is meant for dormant company strike off situations: companies that have stopped trading, have no assets, no liabilities, and no outstanding obligations to settle through a formal liquidator.
Under the repealed Companies Act 1965, this was covered by Section 308, and it required a shareholder resolution, confirmation that the company held zero assets and liabilities, and settlement of all outstanding charges and penalties before SSM would act. The current Companies Act 2016 carries this concept forward under Section 550, and the core requirement has not changed: the company must genuinely be inactive and clean of outstanding obligations before SSM will consider the application.
This matters for foreign shareholders specifically because the misconception is that foreign ownership adds a layer of approval. It does not. SSM is checking the company’s status, not the nationality of the people who own shares in it.
📌 Does Foreign Shareholding Change the SSM Strike-Off Process?
No. SSM applies the same Section 550 procedure to a company strike off Malaysia application whether the shareholders are Malaysian, foreign, or a mix of both. The checklist is identical: the company must be dormant, have no outstanding liabilities, have settled any tax matters with LHDN, and have a board resolution or director’s application confirming the company qualifies for striking off.
Industry practice shows this standard process typically takes 6 to 12 months from the time the application is filed to the time the company is formally struck off the register. That timeline is not caused by foreign ownership. It reflects SSM’s own internal review period, which includes a notice period published in the Gazette, during which any creditor or government agency can object.
A quick table helps compare what actually differs for a foreign-owned Sdn Bhd versus a locally-owned one:
| Requirement | Locally-owned Sdn Bhd | Foreign-shareholder Sdn Bhd |
| SSM strike-off procedure (Section 550) | Standard process | Same standard process |
| LHDN tax clearance | Required | Required, same rules |
| Bank Negara Malaysia approval for closing the company | Not required | Not required |
| Repatriating remaining funds abroad | Not applicable | Allowed, no quantitative restriction, under Bank Negara’s foreign exchange policy |
| Typical processing time | 6 to 12 months | 6 to 12 months |
📌 What Does LHDN Require Before SSM Will Approve a Strike-Off?
LHDN’s tax clearance is the step most founders underestimate, foreign or local. Before SSM will finalise a strike-off, LHDN requires the company to settle all outstanding tax liabilities, submit its final tax computations, and obtain a formal tax clearance letter. Without that letter, SSM will not proceed, regardless of how long the company has been dormant.
In practice, this means a company cannot simply stop filing and expect to fade off the register. Annual Return obligations [Section 68] and Financial Statement obligations [Section 259] continue to apply until the company is actually removed. A dormant company still needs these filings in order until the strike-off is complete; skipping them does not speed up the process; it usually slows it down because SSM and LHDN will flag the gap.
If your company has foreign directors who are no longer in Malaysia, getting tax clearance sorted early, before you even apply to SSM, saves months. This is one of the most common delays we see in cross-border closures: a director overseas assumes dormancy is enough, when LHDN needs an active clearance request filed first.
📌 Can Foreign Shareholders Freely Take Their Money Out After Closure?
Yes. Under Bank Negara Malaysia’s foreign exchange policy, there are no quantitative restrictions on the repatriation of capital. This means foreign shareholders can remit the proceeds from a company closure, after liabilities are settled, abroad in any foreign currency without needing special central bank approval tied to the closure itself.
This is worth stating plainly because it is a common worry among foreign founders: that closing a Malaysian company somehow traps their capital inside the country. It does not. The capital movement rules are the same general foreign exchange framework that applies to any outbound remittance from Malaysia, not a special closure-related restriction.
📌 What Should a Foreign Shareholder Check Before Starting the Strike-Off?
Building on the tax and repatriation points above, here is a practical sequence that avoids the most common delays in a dormant company strike off:
- Confirm the company has no assets or liabilities. This includes closing out any outstanding loans, unpaid invoices, or leases.
- Apply for LHDN tax clearance early. This can take time, especially if past tax filings were incomplete.
- Keep the company secretary role filled. A vacant secretary position does not pause Annual Return or Financial Statement obligations, and directors stay responsible for them regardless of whether a secretary is in place.
- Get board or director confirmation in writing. SSM needs documented evidence the company qualifies for Section 550 treatment.
- Plan the fund repatriation separately from the SSM timeline. There is no restriction, but your bank will still have its own processing steps for an outbound remittance.
📌 Frequently Asked Questions
Is there a separate SSM process for foreign-owned Sdn Bhd closures?
No. SSM uses the same Section 550 strike-off procedure for all Sdn Bhd companies, regardless of shareholder nationality.
How long does striking off a dormant Sdn Bhd typically take?
Industry practice indicates roughly 6 to 12 months from application to final removal from the register, mainly due to SSM’s gazette notice and objection period.
Do I need Bank Negara Malaysia’s approval to close a company with foreign shareholders?
No. Bank Negara and other Malaysian authorities do not impose additional restrictions or approval steps for closing a Sdn Bhd simply because it has foreign shareholders.
What happens if tax matters are not settled before applying for strike-off?
SSM will not approve the strike-off until LHDN issues a tax clearance letter confirming all liabilities are settled and final computations submitted.
Can foreign shareholders move the closure proceeds out of Malaysia?
Yes, without quantitative restriction, under Bank Negara Malaysia’s foreign exchange policy, in any foreign currency.
Does a dormant company still need a company secretary while waiting to be struck off?
Yes. Every company incorporated under the Companies Act 2016 must keep a qualified company secretary [Section 235] until it is formally removed from the register. Many founders search for a local secretary at this stage, but the role can be handled fully online with a provider like Boss Boleh.
Is striking off the same as winding up?
No. Striking off under Section 550 is for dormant companies with no assets or liabilities. Winding up is a formal liquidation process used when there are debts, disputes, or creditors to resolve.
ABOUT BOSS BOLEH
Boss Boleh is an online company secretary and compliance platform built for first-time entrepreneurs, including foreign founders winding down a Malaysian Sdn Bhd. Beyond company secretarial work, it also offers a one-stop compliance solution for entrepreneurs, including accounting, tax planning and tax filing services. We support directors through the Annual Return and Beneficial Owner submissions to SSM, company bank account opening online, and coordination with LHDN on tax clearance for company closure. With over 1,500 Google reviews at a 4.9-star average, we work with clients across Kuala Lumpur, every other Malaysian state, and Malaysians living abroad.
References
- Companies Act 2016 (Act 777), sections 68, 235, 259 and 550
- Bank Negara Malaysia Foreign Exchange Policy on Capital Repatriation
You’re welcome to join our community group to get exclusive and latest trend of business insight!
â‘¡ Join CN group
Want to learn more about managing your business structure the right way? 💼
Join our FREE webinar! We’ll walk you through compliance essentials and how to convert from Enterprise to Sdn Bhd with confidence.
For more details, feel free to WhatsApp us!
📲 WhatsApp: 018-7678055
1,500+ reviews with a 4.9-star rating on
