This document discusses the dissolution and winding up of Company Nur Hidayah Tul Nabiha Binti Manas from October 2018 to February 2019. It provides information on the different modes of dissolution, including voluntary winding up by members or creditors, and compulsory winding up by court order. The roles and powers of the liquidator during the winding up process are also outlined, such as taking possession of company assets, selling them, and distributing funds to creditors and shareholders. The effects of winding up a company, such as cessation of business operations and transfer of shares, are also summarized.

1. DISSOLUTION OF
COMPANYNUR HIDAYAHTUL NABIHAH BINTI MANAS
OCT 2018-FEB 2019
TUNKU ABDUL RAHMAN UNIVERSITY COLLEGE
PAHANG BRANCH CAMPUS

2. “Dissolution of company means to
bring to an end a company’s
existence. In other words, it means
a company stops to commence its
business and normal activities.
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3. MODES OF DISSOLUTION
3
Dissolution of
Company
Winding Up
Voluntary
Members
Creditors
Compulsory Court
Striking Off
Registrar’s own
motion
Application by
director/member
/liquidator

4. WINDING UP
A process in which the existence of a company is brought to an
end where all the company’s assets are collected to pay its
debt and if there is any the surplus, then it will be distributed
among its members.
4
1

5. TYPES OF WINDING UP-S.432
▰ VOLUNTARY WINDING UP
Can be affected either by the
members of company or
creditors.
▰ COMPULSORY WINDING UP
Can be initiated by presentation
of petition to the court by a party
with locus standi to do so.
Section 464:
Company/Creditor/Liquidator/
Minister/BNM/Registrar
5

6. MEMBERS’ VOLUNTARY
WINDING UP
6
2

7. GROUNDS FOR WINDING UP-S.439
7
Fixed period by the
company
constitution expired
Any event specified
by the company
constitution
occurred +
resolution
Resolves by special
resolution

8. PROCEDURES
8
Step 1
• Board of Directors' meeting to
determine solvency position of
company.
Step 2
• Section 443:
• Solvency declaration lodged to CCM
Step 3
• Section 439(1):
• General meeting held to pass
special resolution and appoint
liquidator
Step 4
• Section 439(2):
• Advertisement of winding up in
newspaper
• Lodge resolution & appointment
of liquidator to CCM

9. CREDITORS’ VOLUNTARY
WINDING UP
9
3

10. GROUNDS FOR WINDING UP-S.448
10
Directors not making
declaration of
insolvency under
Section 443
Creditors’ meeting &
company’s meeting
resolved that the
company be wound
up voluntarily

11. PROCEDURES
11
• Section 440:
• Statutory
declaration to
CCM
• Appoint interim
liquidator
Step 1
• General
meeting held to
pass special
resolution
Step 2 • Section 449:
• Creditors'
meeting
• Section
432(2)(b):
• Appoint
liquidator
Step 3
• Section 439(2):
• Advertisement of
winding up in
newspaper
• Lodge resolution and
appointment of
liquidator to CCM
Step 4

12. COMPULSORY
WINDING UP
12
4

13. GROUNDS FOR WINDING UP-S.465
13
Resolves by special
resolution to be
wound up by the
court
Defaults in lodging
the statutory
declaration
Does not commence
business within a
year from its
incorporation
Suspends its
business for a whole
year
Company has no
member
Company unable to
pay its debts
Director has acted in
his own interests
(Unfair/unjust to
members)
Fixed duration by
the constitution
expired
The court’s opinion
it is just and
equitable for the
company to wind up
Licensed under
FSA/IFSA 2013
revoked/ without
license
Unlawful purpose/
prejudicial to the
public peace,
welfare/ immoral
Minister made
declaration under
Section 590

14. PROCEDURES
14
Step 1
•Section 464:
•Petition to the court
Step 2
•Section 469:
•Hear the petition and may dismiss or grant the winding up order
•Section 476:
•Appoint interim liquidator
Step 3
•Section 468:
•Payment of costs by the petitioner
Step 4
•Section 474:
•Lodge the court's order and appointment of liquidator

15. LIQUIDATOR
A person who has been appointed to wind up the affairs of the
company.

16. APPOINTMENT OF LIQUIDATOR
16
Section 445 & 453
• Members voluntary winding up = Company
• If company failed, then court will appoint
Section 450 & 453
• Creditors voluntary winding up = Creditors
• If creditors failed, then court will appoint
Section 476&477
• Compulsory winding up = Court

17. QUALIFICATIONS & DISQUALIFICATIONS-S.433
17
Approved
liquidator
Not indebted
to the
company
exceeding
RM25k
Not related
to the
company
(Officer,
spouse,
partner etc.)
Not
bankrupt
Not
convicted of
an offence
involving
fraud or
dishonesty

18. POWERS OF LIQUIDATORS-S.456
18
Eleventh Schedule Twelfth Schedule
Voluntary winding up Compulsory winding up
Settling a list of contributories Divided into two: Power exercisable without
authority & Power exercisable with authority
Make calls or summon general meeting Power exercisable without authority:
-bring or defend any action in the name and on
behalf of the company
-compromise any debt due to the company
-sell immovable and movable property
-appoint an agent to do any business which he
unable to do
-appoint an advocate to assist him in his duties
Pay debts of the company and adjust the
rights of the contributories
Power exercisable with authority from the court or
committee of inspection:
-carry on the business of the company so far as is
necessary
-pay any class of creditors in full
-make any compromise or arrangement with
creditors
-compromise any debt due to the company

19. DUTIES OF LIQUIDATOR
19
Take possession &
protect the assets
of the company
Sell it and
distribute the
money to the
creditors and
contributors
Conducting an
impartial
investigation of the
company’s affairs
Keeping proper
books, entries and
minutes of
meetings
Lodging various
notices & reports
with CCM

20. REMOVAL OF LIQUIDATOR
20
Section 445 & 453
• Members voluntary winding up = Company
• General meeting + special notice + special resolution
• Not effective if the Court ordered that liquidator not to be removed
• The Court may remove liquidator on cause shown and appoint a new one
Section 450 & 453
• Creditors voluntary winding up = Creditors
• If liquidator dies, resigns, or removed, creditor may appoint the new one
Section 482
• Compulsory winding up = Court
• Resign r removed on cause shown

21. EFFECTS OF
WINDING UP

22. EFFECTS OF WINDING UP
22
Business of the
company ceased
All powers of
directors ceased on
the appointment of
liquidator/ winding
up order by the court
Dismissal of the
employees
Shareholders cannot
transfer the shares
Cannot alter the
status of members
Creditors cannot take
action against the
company
(Disposition of
charged property)

23. THANK YOU!KEEP CALM & BE GRATEFUL