The removal of liquidator in winding up by Court is governed by Section 482 of the Companies Act (“CA”) 2016, which provides:
“Resignation or removal of liquidator in winding up by Court
A liquidator or interim liquidator appointed by the Court may—
(a) resign from office in accordance with the rules; or
(b) on cause shown, be removed from office by the Court.”
Section 482 of the CA 2016 is broadly similar to Section 232(1) of the CA 1965.[1]
Wong Sin Fan & Ors v Ng Peak Yam @ Ng Pyak Yeow & Anor [2013] 2 MLJ 629 (“Wong Sin Fan & Ors”) was the leading Federal Court decision on Section 232(1) of the CA 1965.
In Wong Sin Fan & Ors, amongst others, the Federal Court relied on the High Court decision of Ng Yok Gee & Anor v CTI Leather Sdn Bhd (Metro Brilliant Sdn Bhd & Ors, interveners) [2006] 7 MLJ 28 (“CTI”) and provided the following guidelines on the removal of a liquidator appointed by the Court:
“(a) the court does not have an unfettered discretion, as cause must be shown before a liquidator can be removed. The position is not the same as it is when a liquidator is first appointed and the court may choose between two or more competing candidates;
(b) the normal grounds for removal are that the liquidator has a personal unfitness, has failed to act impartially or is in a position where his duty and interest are in conflict; and
(c) the removal of the liquidator must be in the interest of all those who are interested in the company being liquidated. Thus, all the contributories and creditors of the company being liquidated must support such application to remove the liquidator.”[2] (Bold and underline ours)
The Federal Court in Victor Saw Seng Kee v Wong Weng Foo & Co & Anor and Other Appeals [2026] 1 MLRA 550 (“Victor Saw”) recently emphasised that “Wong Sin Fan & Ors remains the leading Federal Court authority on the removal of liquidators.”[3]
In Victor Saw, the Federal Court took the occasion to “reiterate the following guiding principles that were established in both Wong Sin Fan & Ors as well as in CTI, as follows:
(i) A liquidator appointed by the court may only be removed by the court “on cause shown”;
(ii) The Court does not have unfettered discretion; cause must be demonstrated for the removal of a liquidator;
(iii) The common grounds for removal include personal unfitness, failure to act impartially, or a conflict between duty and interest;
(iv) Removal must be in the best interests of all parties involved, with support from both contributories and creditors.”[4]
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[1] “A liquidator appointed by the Court may resign or on cause shown be removed by the Court.”
[2] Wong Sin Fan & Ors v Ng Peak Yam @ Ng Pyak Yeow & Anor [2013] 2 MLJ 629 (FC), at pp. 638-639
[3] Victor Saw Seng Kee v Wong Weng Foo & Co & Anor and Other Appeals [2026] 1 MLRA 550 (FC), at para 42
[4] Victor Saw Seng Kee v Wong Weng Foo & Co & Anor and Other Appeals [2026] 1 MLRA 550 (FC), at para 43