ONLY YOU
(INHERITANCE & ONE PERSON COMPANY)
By Peter Lee
Inspired by the song “Only You” — a reminder that sometimes, the choices we make alone can shape the fate of everyone around us.
I was speaking to a businessman in his late seventies not too long ago.
A self-made man, he had spent more than three decades building his company from the ground up. What began as a modest venture had grown into a stable and respectable business. One that many would consider a lifetime achievement.
But as he sat across from me that day, there was no pride in his voice. Only concern.
“My children are not interested in taking over the business anymore,” he said quietly.
Naturally, I asked why.
He explained that his children had, in fact, been involved in the business for years. They had worked alongside him, learned the ropes, and were once seen as natural successors. But somewhere along the way, something changed. The relationship between father and children had become strained and distant.
There was mistrust.
I assumed it was business related. Disagreements over direction, perhaps, or conflicts in management.
But I was wrong.
“It’s not the business,” he said.
Noticing my confusion, he paused for a moment before continuing. What he shared next revealed far more than a business problem. It was a deeply personal one.
A few years after his wife passed away, he made an investment decision.
An opportunity was presented to him. One that promised unusually high returns. It sounded convincing. Attractive, even.
His children strongly advised against it.
But he proceeded anyway.
“The returns were good at the beginning,” he told me. “That’s why I believed it was genuine.”
But as time went on, the returns slowed and then came the requests.
He was asked to top up another RM100,000 to “maintain” the promised returns. What troubled me most was what came next which is a document that resembled a contractor’s invoice for renovation works. It looked official, but it was entirely fictitious.
At that point, it was no longer just a questionable investment. It had all the hallmarks of a scam.
“I still cannot withdraw my original RM500,000,” he admitted.
I remember pausing when I heard that.
Part of me felt sympathy. After all, he was alone, having lost his life partner.
But another part of me struggled to understand how could such a scheme go unquestioned?
In truth, it was neither about intelligence nor sophistication.
It was about something far more human.
Hope and perhaps, a touch of greed.
Although this investment had nothing to do with the company, its impact reached far beyond his personal finances.
His children were deeply concerned.
Not about the loss itself but about what they could not see.
They feared the possibility of undisclosed debts. Unknown liabilities. Financial exposures that might one day surface and affect the business they were part of.
And when trust begins to erode, even uncertainty becomes a risk.
As a result, his children were considering stepping away entirely resigning as directors and transferring their shares back to him.
In essence, leaving him alone in the very business they once built together.
Faced with this situation, he asked me a question:
“Should I convert my company into a one-person company?”
Before offering any advice, I suggested something more important which is a conversation.
I encouraged him to arrange a meeting with his children, so that I could hear both sides. Because in matters like this, the issue is rarely just legal or structural. It is relational.
That meeting has yet to take place.
In the meantime, I explained the implications.
Under the Malaysian Companies Act 2016, a private limited company (Sdn. Bhd.) can indeed operate with a single shareholder and one director. From a structural standpoint, this offers simplicity and control. Decisions can be made quickly. There is no need for consensus.
But control comes with its own risks especially when there is no one else left to stand alongside you.
From an estate planning perspective, this setup demands careful attention.
If he were to pass away as the sole director and shareholder, the continuity of the company would depend heavily on proper planning particularly the existence of a valid Will.
With a Will in place, the appointed executor can apply for a Grant of Probate and proceed to transfer the shares to the intended beneficiaries after settling any outstanding debts.
Only then can new directors be appointed.
Without this transition, the consequences can be severe.
The Companies Commission of Malaysia has the authority to strike off a company if no new director is appointed within six months from the death of the existing one. During this period, the company’s operations may come to a standstill. Bank accounts could be frozen, and payments may not go through. Salaries, suppliers, and ongoing obligations will all be affected. In addition, delays in statutory compliance filings with the Companies Commission of Malaysia and the tax authorities may arise, potentially resulting in penalties that the successors would ultimately have to bear.
A business built over 30 year could slowly come to a halt, not because it failed but because no one was in a position to carry it forward.
As our conversation drew to a close, he shared one final thought.
He was tired.
He was now considering retiring and liquidating the company altogether.
I told him, gently but honestly, that whatever decision he makes, he should first speak to his children. Even if they no longer wish to continue the business, perhaps they would be willing to stand by him until its proper closure.
Because sometimes, what matters is not continuation but closure with understanding.
He nodded.
But in the end, he knew and I knew that the final decision rested with him.
Because in life, as in inheritance, some decisions are ultimately made alone.
And when those decisions are made without the trust and support of the people who matter most, the cost can be far greater than money.
A business can be rebuilt.
Wealth can be recovered.
But relationships once broken, are not always so easily restored.
If there is one lesson from this story, it is this:
No matter how much we build in this lifetime,it is not the business, the wealth, or the structure that will stand by us in the end.
It is your family.
And sometimes, only you can decide whether they remain by your side.