Application under Section 557 of Companies Act 2016 for a Company Limited By Guarantee

Section 557 of Companies Act 2016 states any remaining outstanding property of dissolved companies are vested in Registrar and the Registrar may realize or dispose of or deal with the assets as deemed appropriate by the Registrar after considering all the requirements as follows:

1. The company has been dissolved;
2. The company has any remaining outstanding property, movable or immovable, including things in action and whether within or outside Malaysia;
3. The property was not disposed of or dealt with by the company or its liquidator before the dissolution; 
4. The property was not vested in any liquidators through court order; and
5. The property is not just held by the company as a trust.

According to Section 557(1), any property shall be vested in the Registrar for all the estate and interest, legal or equitable, of the company or its liquidator at the date the company was dissolved, together with all claims, rights and remedies which the company or its liquidator had at that time.

Situation 1: Dissolution by way of striking off

The company will need to reinstate its company name to claim tax refund/bank account balances and others via an Application for Reinstatement of Company Name under Section 555(1) of Companies Act 2016.  

Situation 2:  Dissolution by way of winding up

The company will need to obtain a court order declaring the dissolution void under Section 535 of Companies Act 2016. After the company status changed to 'Winding Up', the applicant may liase with the appointed liquidator for the next course of action.

More information:

1. Guidelines For Application To Reinstate Company Name Under Section 555(1) of the Companies Act 2016
2. Section 555 Companies Act 2016
3. Section 535 Companies Act 2016