Malaysia legislation
Section 68
of LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010
Section 68
(2)
An application for a declaration of dissolution under subsection (1) shall be in writing and shall be accompanied by—
(a)
an affidavit made by the designated partner of the Labuan limited liability partnership stating—
(i)
that the Labuan limited liability partnership has ceased to operate and has discharged all its debts and liabilities, other than those owed to its partners; and
(ii)
that the notice required by subsection (3) has been given in accordance with that subsection and the date on which the last of such notice was published or posted, as the case may be;
and
(b)
a copy of the notice given under subsection (3).
(3)
Before making an application to the Authority under subsection (2), the applicant shall ensure that a notice to the effect that the applicant proposes to apply to the Authority for a declaration of dissolution of the Labuan limited liability partnership—
(a)
has been published in at least one widely circulated
Malaysian newspaper and one international financial newspaper in an advertisement; and
(b)
has been sent by registered post to each partner of the
Labuan limited liability partnership at the partner’s last known address.
(4)
A written objection by a partner or creditor shall be made to the Authority within thirty days of the date of publication or posting of the notice, whichever is the later.
(5)
On receipt of a written objection to the dissolution of the
Labuan limited liability partnership under subsection (4), the
Authority shall forthwith notify the applicant for the declaration of dissolution of the receipt of the objection and of the identity of the objector.
Labuan Limited Partnerships and Limited
Liability Partnerships 63
(6)
The Authority may, by notice in writing, declare that the
Labuan limited liability partnership is dissolved if—
(a)
no objection is received under subsection (4);
(b)
the partner or creditor, as the case may be, withdraws the objection made under subsection (4); or
(c)
the Authority decides that the objection made under subsection (4) is without justification.
(7)
Upon the declaration of dissolution of the Labuan limited liability partnership under subsection (6), the Authority shall notify the Labuan limited liability partnership that, subject to the partnership agreement of the Labuan limited liability partnership, it is entitled to distribute its surplus assets among its partners according to their respective rights and interests.
(8)
The Labuan limited liability partnership shall notify the
Authority that its surplus assets have been distributed in accordance with subsection (7).
(9)
Notwithstanding the declaration of dissolution under subsection (6) and the distribution of assets under subsection (7)—
(a)
the liability, if any, of every partner of the Labuan limited liability partnership shall continue and may be enforced as if the Labuan limited liability partnership had not been dissolved; and
(b)
the High Court may wind-up the Labuan limited liability partnership according to Part X (in so far as they relate to a company limited by shares) of the *Companies Act 1965 and the Companies (Winding-Up) Rules 1972, as if it had not been dissolved, or its surplus assets had not been distributed, as the case may be.
*NOTE—The Companies Act 1965 [Act 125] has since been repealed by the Companies Act 2016 [Act 777] which comes into operation on 31 January 2017—see subsection 620(1) of
Act 777.
Act 707
Revocation of dissolution