Section 545. Winding up of unregistered companies

(1) In respect of any unregistered company, the provisions of this Part shall apply with the following modifications:

(a) the principal place of business of the company in Malaysia shall for all the purposes of the winding up be the registered office of the company

(b) no such company shall be wound up voluntarily; and

(c) the circumstances in which the company may be wound up are—

(i) if the company is dissolved or has ceased to have a place of business in Malaysia or has a place of business in Malaysia only for the purpose of winding up its affairs or has ceased to carry on business in Malaysia;

(ii) if the company is unable to pay its debts;

(iii) if the Court is of the opinion that it is just and equitable that the company should be wound up; and

(iv) the company is being used for unlawful purposes or any purpose prejudicial to or incompatible with peace, welfare, security, public interest, public order, good order or morality in Malaysia.

(2) An unregistered company shall be deemed to be unable to pay its debts if—

(a) the company is indebted to a creditor, in a sum exceeding the amount as may be prescribed by the Minister, by an assignment or otherwise, and the creditor has served a notice of demand requiring the company to pay the sum due—

(i) by leaving it at its principal place of business in Malaysia;

(ii) by delivering it to the secretary, director, manager or principal officer of the company; or

(iii) by serving in any manner as the Court approves or directs,

and the company has failed to pay, secure or compound for the sum to the satisfaction of the creditor within three weeks after the service of the notice;

(b) any action or other proceeding has been instituted against any member for any debt, demand due or claimed to be due from the company or the member in his capacity as a member, and, notice in writing of the institution of the action or proceeding has been served on the company—

(i) by leaving it at its principal place of business in Malaysia;

(ii) by delivering it to the secretary, director, manager or principal officer of the company; or

(iii) by serving in any manner as the Court approves or directs,

and the company has failed to pay, secure or compound for the debt or demand or to procure the action or proceeding to be stayed or to indemnify the defendant to his satisfaction against the action or proceeding and against all costs, damages and expenses to be incurred by him within ten days after the service of the notice;

(c) the execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the company, any member or any person authorized to be sued as nominal defendant on behalf of the company is returned unsatisfied; or

d) it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts.

(3) A company incorporated outside Malaysia may be wound up as an unregistered company under this Division notwithstanding that it is being wound up, has been dissolved or has otherwise ceased to exist as a company under or by virtue of the laws of the place under which it was incorporated.

(4) In this section, “to carry on business” has the meaning assigned to it in section 561.