A Board Resolution For Closure Of Subsidiary Company is a crucial corporate document required when a parent company decides to wind up its subsidiary operations in Malaysia. This document must comply with the Companies Act 2016 and related Malaysian regulations, serving as the formal record of the board's decision and providing necessary authorizations for the closure process. It is typically used when a subsidiary has ceased operations, become non-viable, or no longer serves the parent company's strategic objectives. The resolution should contain specific details about the closure process, including the appointment of authorized representatives, treatment of assets and liabilities, employee matters, and regulatory compliance requirements. This document is essential for initiating the formal closure process with the Companies Commission of Malaysia (SSM) and other relevant authorities.
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1. Title and Company Details: Formal heading with company name, registration number, and date of resolution
2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
3. Preliminary Statements: Background information explaining the reason for closure and confirming board's authority
4. Primary Resolution: Main resolution to wind up the subsidiary company and commence closure procedures
5. Appointment of Representatives: Resolution appointing authorized persons to handle closure procedures
6. Documentation Authority: Authorization for signing and executing all necessary documents
7. Regulatory Compliance: Resolution to comply with all relevant laws and regulations regarding closure
8. Execution Block: Signature section for chairman and directors
1. Asset Disposal: Specific resolutions regarding the disposal of company assets, used when the subsidiary has significant assets
2. Employee Matters: Resolutions regarding termination of employment and settlement of employee benefits, included when there are employees
3. Outstanding Contracts: Resolutions regarding the treatment of ongoing contracts and obligations, used when there are active contracts
4. Tax Matters: Specific resolutions regarding tax clearance and final returns, included when there are complex tax considerations
5. Intercompany Arrangements: Resolutions regarding settlement of intercompany balances and arrangements, used when there are outstanding group company matters
6. Special Instructions: Any special or unique instructions for the closure process, included when there are specific circumstances requiring attention
1. List of Directors Present: Detailed list of attending and absent directors with their particulars
2. Subsidiary Details: Complete details of the subsidiary including registration number, registered address, and shareholding structure
3. Asset Inventory: Complete list of company assets and proposed disposal method
4. Required Filings Checklist: List of all necessary filings and notifications required for the closure
5. Timeline of Closure: Proposed timeline for various closure activities and deadlines
6. Authorized Signatories: List of persons authorized to sign various documents during the closure process
Relevant legal definitions
Board
Company
Subsidiary
Parent Company
Directors
Resolution
Companies Act
Companies Commission
Effective Date
Liquidator
Registered Office
Secretary
Articles of Association
Constitution
Corporate Representative
Winding Up Proceedings
Authorized Signatory
Company Seal
Business Day
Financial Year
Governing Law
Meeting
Quorum
Register
Share Capital
Special Resolution
Company
Subsidiary
Parent Company
Directors
Resolution
Companies Act
Companies Commission
Effective Date
Liquidator
Registered Office
Secretary
Articles of Association
Constitution
Corporate Representative
Winding Up Proceedings
Authorized Signatory
Company Seal
Business Day
Financial Year
Governing Law
Meeting
Quorum
Register
Share Capital
Special Resolution
Clauses
Recitals
Authority
Meeting Details
Quorum Confirmation
Resolution Declaration
Appointment of Liquidator
Asset Disposal
Employee Termination
Regulatory Compliance
Document Execution
Company Records
Financial Settlement
Tax Clearance
Creditor Settlement
Banking Arrangements
Power of Attorney
Corporate Seal
Notice Requirements
Filing Requirements
Certification
Authentication
Implementation Timeline
Authorized Representatives
Liability Discharge
Final Accounts
Authority
Meeting Details
Quorum Confirmation
Resolution Declaration
Appointment of Liquidator
Asset Disposal
Employee Termination
Regulatory Compliance
Document Execution
Company Records
Financial Settlement
Tax Clearance
Creditor Settlement
Banking Arrangements
Power of Attorney
Corporate Seal
Notice Requirements
Filing Requirements
Certification
Authentication
Implementation Timeline
Authorized Representatives
Liability Discharge
Final Accounts
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Retail
Healthcare
Education
Professional Services
Construction
Energy
Telecommunications
Mining
Agriculture
Transportation
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Risk Management
Executive Leadership
Board Secretariat
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Board Chairman
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Compliance Manager
Finance Director
Board Director
Company Director
Corporate Secretary
Group General Counsel
Head of Legal
Risk Manager
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