Section 578. Cessation of business in Malaysia

(1) If a foreign company ceases to have a place of business or to carry on business in Malaysia, the foreign company shall, within seven days from ceasing, lodge with the Registrar a notice to that fact, and as from the day on which the notice is lodged, its obligation to lodge any document, other than a document that ought to have been lodged before that day, shall cease.

(2) The Registrar shall remove the name of that foreign company from the register upon the expiration of twelve months after the lodging of the notice.

(3) If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin—

(a) any person who, immediately prior to the commencement of the liquidation proceedings, was an agent shall, within thirty days from the commencement of the liquidation or the dissolution or within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of his appointment; and

(b) the liquidator shall have the powers and functions of a liquidator until a liquidator for Malaysia is duly appointed by the Court.

(4) A liquidator of a foreign company appointed for Malaysia by the Court or a person exercising the powers and functions of a liquidator—

(a) shall, before any distribution of the assets of the foreign company is made, by advertisement in a newspaper widely circulated in each country where the foreign company had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the foreign company within a reasonable time before the distribution;

(b) shall not pay out any creditor to the exclusion of any other creditor of the foreign company without obtaining an order of the Court except as otherwise provided in subsection (8); and

(c) shall, unless otherwise ordered by the Court—

(i) only recover and realize the assets of the foreign company in Malaysia; and

(ii) subject to subsection (8), pay the net amount so recovered and realized to the liquidator of that foreign company for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Malaysia by the foreign company.

(5) Where a foreign company has been wound up, so far as its assets in Malaysia are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered under subsection (3).

(6) Upon receipt of a notice from an agent that the foreign company has been dissolved, the Registrar shall remove the name of the company from the register.

(7) Where the Registrar has reasonable cause to believe that a foreign company has ceased to carry on business or to have a place of business in Malaysia, the provisions of this Act relating to the striking off the register of the names of defunct companies shall, with such modifications as are necessary, extend and apply accordingly.

(8) Section 527 shall apply to a foreign company wound up or dissolved under this section as if for references to a “company” were substituted references to a “foreign company”.