Malaysia Case Law: Decisions & Judgments

Topic

Just and equitable winding-up

Legal area

Court

28 May 2025

PEMPETISYEN LOO BEE ENG 1. ) WINNERS ALUMINIUM & GLASS SDN BHD 2. ) PAN KEE MUN 3. ) PHANG KA TING 4. ) LIM TECK SENG 5. ) LEE CHOON CHIN

Citation

PA-28NCC-114-09/2023 (Mahkamah Tinggi)
Court

High Court
Case number

PA-28NCC-114-09/2023 (Mahkamah Tinggi)

The court found prima facie evidence that the two director-shareholders acted in their own interests and in ways unfair and unjust to one another, that their relationship has irretrievably broken down and they are deadlocked with equal shareholding preventing effective management; accordingly it is just and equitable to wind up the company under s465(1)(f) and s465(1)(h) of the Companies Act 2016 and appoint a liquidator to realize assets and distribute proceeds after debts.
5 Mar 2025

PEMPETISYEN LEE LENG CHAN 1. ) ADDEKOH SDN BHD 2. ) KOH SIONG CHOON 3. ) WONG SOH LING

Citation

WA-28NCC-94-01/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-94-01/2023 (Mahkamah Tinggi)

On the balance of probabilities the company’s sole substratum (sole distributorship) had failed resulting in zero sales; that failure alone satisfies the just and equitable ground under s465(1)(b) CA 2016. Independent corroborative finding of a breakdown of mutual trust consistent with quasi‑partnership features reinforces the conclusion that winding‑up is appropriate. The court therefore ordered the company wound up and the Official Receiver appointed as liquidator and awarded costs to the petitioner.
16 Aug 2024

PEMPETISYEN Ong Soo Kwee Loh Realty Sdn Bhd

Citation

WA-28NCC-710-07/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-710-07/2023 (Mahkamah Tinggi)

The court held that on the facts there was an irretrievable breakdown in mutual trust and confidence among the family shareholders, the petitioner’s substantial shareholding was effectively locked by the company constitution with no practical exit, the prior oppression decision involved a different cause and factual matrix and did not bar the present just and equitable petition, and therefore it was just and equitable to wind up the company; costs were ordered to be paid to the petitioner out of the company’s proceeds.
24 May 2022

WA-28NCC-611-09/2021 (Mahkamah Tinggi)

Citation

WA-28NCC-611-09/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-28NCC-611-09/2021 (Mahkamah Tinggi)

The court found on the facts that the company had ceased operating its sole business since January 2019 and had therefore suspended business for well over a year; there was an irretrievable breakdown of mutual trust and confidence between joint-venturers and evidence of mismanagement by the majority controller. Those facts satisfied both s.465(1)(c) and the just and equitable ground under s.465(1)(h), warranting winding-up. The court dismissed allegations of collusion, lifting the veil and objections to the nominated liquidator based on historical misconduct, and held the nominated liquidator…
LOKE SENG SEONG v WALDORF HOTEL SDN BHD

Citation

LOKE SENG SEONG v WALDORF HOTEL SDN BHD
Court

Malaysian court

The court found a pre-existing partnership and that the company evolved from it, but held that the petitioner had no irrevocable right to remain as director and treasurer; directors changed over time in accordance with the articles and shareholders' votes, the petitioner was removed by valid AGM procedure including the chairman's casting vote, the petitioner failed to prove a breakdown of mutual confidence warranting winding up under s.218(1)(i); petition dismissed.

Malaysia Case Law

PEMPETISYEN LOO BEE ENG 1. ) WINNERS ALUMINIUM & GLASS SDN BHD 2. ) PAN KEE MUN 3. ) PHANG KA TING 4. ) LIM TECK SENG 5. ) LEE CHOON CHIN

PEMPETISYEN LEE LENG CHAN 1. ) ADDEKOH SDN BHD 2. ) KOH SIONG CHOON 3. ) WONG SOH LING

PEMPETISYEN Ong Soo Kwee Loh Realty Sdn Bhd

WA-28NCC-611-09/2021 (Mahkamah Tinggi)

LOKE SENG SEONG v WALDORF HOTEL SDN BHD