A Board Resolution For Dormant Company is a crucial corporate document required under Malaysian law when a company decides to become dormant. This resolution is necessary when a company has no significant accounting transactions and wishes to maintain its legal status while minimizing compliance costs. The document must comply with the Companies Act 2016 and requires proper filing with the Companies Commission of Malaysia (SSM). It should be prepared when a company plans to temporarily cease operations but wants to retain its company registration for future use. The resolution includes important details about the company's current status, reasons for dormancy, financial position, and ongoing compliance obligations. This document is particularly important as it provides legal protection for directors and serves as official evidence of the board's decision to declare the company dormant.
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1. Title and Date: Specifies the company name, registration number, and date of the resolution
2. Present: Lists all directors present at the meeting and notes any absences
3. Chairperson: Identifies the chairperson of the meeting
4. Quorum: Confirms that a valid quorum is present as per the company's constitution
5. Notice: Confirms proper notice was given or waived by all directors
6. Purpose: States the purpose of declaring the company dormant
7. Declaration of Dormancy: Formal resolution declaring the company's dormant status
8. Financial Status: Confirmation of the company's financial position and last active date
9. Compliance Requirements: Outlines ongoing compliance obligations during dormancy
10. Authorization: Authorizes specific individuals to file necessary notifications with SSM
11. Closure: Formal closing of the meeting with signature requirements
1. Bank Accounts: Resolutions regarding handling of bank accounts during dormancy - include if company has active bank accounts
2. Staff Matters: Resolutions regarding any employment matters - include if company has employees
3. Property Arrangements: Resolutions regarding company property during dormancy - include if company owns/leases property
4. Existing Contracts: Arrangements for handling ongoing contracts - include if company has active contracts
5. Future Activation: Provisions for future reactivation of the company - include if specific conditions for reactivation are desired
1. Schedule 1 - Financial Statement: Last financial position of the company before dormancy
2. Schedule 2 - Asset List: List of company assets and their status during dormancy
3. Schedule 3 - Director Details: Complete details of directors including contact information during dormancy
4. Appendix A - SSM Forms: Relevant statutory forms for dormancy declaration
Relevant legal definitions
Act
Accounting Records
Board
Company
Companies Commission
Constitution
Director
Dormant Company
Financial Year
Meeting
Register
Resolution
Secretary
Significant Accounting Transaction
SSM
Statutory Declaration
Business Day
Chairperson
Corporate Representative
Dormancy Period
Notice
Quorum
Registrar
Seal
Accounting Records
Board
Company
Companies Commission
Constitution
Director
Dormant Company
Financial Year
Meeting
Register
Resolution
Secretary
Significant Accounting Transaction
SSM
Statutory Declaration
Business Day
Chairperson
Corporate Representative
Dormancy Period
Notice
Quorum
Registrar
Seal
Clauses
Meeting Details
Quorum Declaration
Notice Confirmation
Purpose Statement
Dormancy Declaration
Financial Status
Statutory Compliance
Director Authorization
Filing Requirements
Bank Account Management
Asset Preservation
Ongoing Obligations
Record Keeping
Future Reactivation
Execution Authority
Certification
Company Secretary Powers
Regulatory Notification
Meeting Closure
Quorum Declaration
Notice Confirmation
Purpose Statement
Dormancy Declaration
Financial Status
Statutory Compliance
Director Authorization
Filing Requirements
Bank Account Management
Asset Preservation
Ongoing Obligations
Record Keeping
Future Reactivation
Execution Authority
Certification
Company Secretary Powers
Regulatory Notification
Meeting Closure
Relevant Industries
Real Estate
Manufacturing
Technology
Retail
Construction
Professional Services
Mining
Agriculture
Investment Holding
Trading
Education
Healthcare
Hospitality
Transportation
Energy
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Administrative
Executive Management
Board Secretariat
Risk Management
Relevant Roles
Chief Executive Officer
Company Director
Company Secretary
Chief Financial Officer
Corporate Governance Officer
Legal Counsel
Corporate Services Manager
Compliance Officer
Board Chairman
Finance Director
Administrative Director
Managing Director
Executive Director
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