Application under Section 558 of Companies Act 2016 for a Public Company

Section 556(2) of Companies Act 2016 states the power of the Registrar to act as an representative of a dissolved company either by way of winding up process or a striking off process to carry out any administrative functions, complete or give effect to any dealing, transaction or matter which the company if still existing would be legally or equitably bound to carry out.

Section 557(1) and Section 558(1) of Companies Act 2016 state that 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) of the Act, 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.

Section 558(2) of Companies Act 2016 states the methods in which the Registrar reserves the right to deal with/dispose of property vested by way of:

1. Public auction;
2. Public tender; or
3. Private contract.

Applicant/Purchaser may make an official application to purchase the property of a dissolved company from the Registrar pursuant to Section 558 of Companies Act 2016.

More information:

1. Guidelines in Respect of Application to Purchase Immovable Property of Dissolved Companies Pursuant to Section 558(2) of the Companies Act 2016
2. Section 558 Companies Act 2016
3. Letter of Indemnity
4. Statutory Declaration

Note: Statutory Declaration and Letter of Indemnity are general in nature which shall be adapted to application facts made by the applicant.