Board Resolution Business Closure for Malaysia

Board Resolution Business Closure Template for Malaysia

A Board Resolution for Business Closure is a formal document under Malaysian company law that records the board of directors' decision to cease business operations and wind up the company. This document, governed by the Companies Act 2016 and related Malaysian legislation, serves as official evidence of the board's resolution to close the business, outlines the closure process, and delegates authority for implementing the closure. It includes crucial details about the company's financial position, appointment of liquidators if applicable, and treatment of assets and liabilities, while ensuring compliance with Malaysian corporate governance requirements.

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What is a Board Resolution Business Closure?

A Board Resolution Business Closure is a critical corporate document required when a company decides to terminate its operations in Malaysia. This document is essential for demonstrating compliance with the Companies Act 2016 and other relevant Malaysian legislation. It is typically used when a company voluntarily decides to cease operations, whether due to achievement of its objectives, financial considerations, or strategic decisions. The resolution must detail the board's deliberation and decision-making process, include specific provisions for handling assets, employees, and creditors, and outline the proposed timeline for closure. It serves as the primary authority for appointed representatives to proceed with the closure process and is required by various authorities including the Companies Commission of Malaysia (SSM), tax authorities, and other regulatory bodies.

What sections should be included in a Board Resolution Business Closure?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

3. Preamble: Company details including registration number and registered address

4. Background: Explanation of the circumstances leading to the decision to close the business

5. Confirmation of Company's Affairs: Statement confirming review of company's financial position and affairs

6. Primary Resolutions: Core resolutions including decision to cease operations and initiate winding up

7. Appointment of Liquidator: Resolution to appoint a qualified liquidator if voluntary winding up is chosen

8. Authorization of Officers: Empowering specific officers to execute the closure process

9. Declaration of Solvency: Statement regarding company's ability to pay its debts

10. Signature Block: Space for Chairman's signature and date of signing

What sections are optional to include in a Board Resolution Business Closure?

1. Special Asset Dispositions: Required when company has significant assets requiring specific disposal instructions

2. Employee Matters: Needed when specific decisions about employee termination and benefits must be documented

3. Intellectual Property: Required when company owns IP that needs special handling during closure

4. Outstanding Contracts: Needed when addressing termination of significant ongoing contracts

5. Tax Considerations: Required when special tax matters need board attention during closure

6. Subsidiary Operations: Needed when company has subsidiaries affected by the closure

What schedules should be included in a Board Resolution Business Closure?

1. Schedule A - Financial Statement: Latest financial position of the company

2. Schedule B - List of Assets: Comprehensive inventory of company assets

3. Schedule C - Creditor List: List of all current creditors and amounts owed

4. Schedule D - Employee Register: Current employee list and employment terms

5. Appendix 1 - Declaration of Solvency: Statutory form for solvency declaration if applicable

6. Appendix 2 - Notice to Registrar: Draft notice to Companies Commission of Malaysia

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Financial Services

Construction

Hospitality

Healthcare

Education

Logistics

Real Estate

Agriculture

Mining

Entertainment

Telecommunications

Relevant Teams

Board of Directors

Executive Leadership

Legal

Company Secretariat

Finance

Human Resources

Compliance

Risk Management

Corporate Affairs

Operations

Tax

Relevant Roles

Chief Executive Officer

Managing Director

Board Chairman

Company Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Compliance Manager

Finance Director

Human Resources Director

Operations Director

Risk Manager

Audit Manager

Tax Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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