Company Closure: Resignation as Director accepted by company but company failed to inform SSM

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asked on Oct 25, 2017 at 14:57
edited on Nov 29, 2017 at 06:54
My company is currently winding down their business for the Malaysia entity. 
Out of my gut feelings, I did a check with Suruhanjaya Syarikat Malaysia (SSM) and was made to understand that I’m still the director of the company. 

Therefore I did further check with the engaged company secretary for the company, asking reason why my letter of resignation as director which was sent back in October 2016 along with: 
1. Official letter of resignation as director and
2. Supporting email from senior management that they accepted my resignation

Have yet been executed with Suruhanjaya Syarikat Malaysia (SSM) and any other relevant authorities. The reason given was that the finance manager who is in charge of this was holding back on this, despite of the more senior management team have all accepted my resignation. 

Right now, the company secretary told me I should sign the M&A for changing from 2 directors to 1 or else they can’t do anything to wind down business appropriately. Whilst I have already resigned and accepted since October 2016, just that they didn’t execute with SSM.

May I ask for some expert advise on whether I should still sign it? 

Would this backfire since I have resigned on October 2016 and now they would like me to sign it? Should company secretary and another foreign director be able to sign to wind down business with single director signing?

Appreciate for any advise I may take.
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4 Answers

answered on Oct 28, 2017 at 23:31
edited Nov 29, 2017 at 06:57
Right now, the company secretary told me I should sign the M&A for changing from 2 directors to 1 
1. I am 1 out of 2 directors of my Malaysian private limited entity. While the other director was my big boss who is a foreign director. 
Why the need to change? Already fulfilled the 1 local director... You! You have to get a replacement local director first before you can resign.
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answered on Nov 2, 2017 at 16:12
edited Nov 29, 2017 at 07:02
I have resigned since Oct 2016, just that they didn't informed Suruhanjaya Syarikat Malaysia (SSM).

Understand from company secretary that the appointed director (which is the finance manager) that should take over my place didn't happened after all the resolution signing back in November 2016.

I resigned back then as I do not agree with the ways investor money going into Malaysia from Hong Kong and Singapore.

Since they're closing down the company, can they do it without my involvement?
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answered on Nov 2, 2017 at 16:45
edited Nov 29, 2017 at 07:08
Get real, be real, you are still the local director recorded in Suruhanjaya Syarikat Malaysia (SSM). The finance manager still wants to be director with all the hanky panky things going on? If he does, either it is for huge kickback or he is just an oxymoron with no financial skills.

Stop declaring you have resigned. You may have resigned working for the company but on papers your responsible for all the fines, jail term (if any) and so forth.. as a Mighty Director.

Your are paid 5 figures for your post, so bear the responsibility!
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answered on Nov 4, 2017 at 16:56
edited Nov 29, 2017 at 07:12
Okay thanks for the info. Sorry if I may not have been mindful and have caused any incomfort.

The salary I'm drawing is only part of employment contract. I'm not earning anything from directorship. No contract with directorship in place over the years, just do it out to help company.

Your view possibly sensible about the finance manager not wanted to become director due to your shared reason, or either he is residing far away in Europe, or he may have seen company closing down this year perhaps.

Is okay, if there is nothing I could do and best for me to still sign off the form or resolution to inform Suruhanjaya Syarikat Malaysia (SSM), despite of an internal flaw internally. My intention is basically just wanted to get confirmation that's there is no other way with some experienced lawyer who may have some insights on similar matters?

Cos my worry is not so much about signing the form, more for whether there will be impact for tax stuff which I have no visibility after November 2016 until 2017. With my signing for closure would that cause problem that would backfire on signing the form.
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