Limited Liability Partnerships Act 2012 · Updated to 1 Aug 2022 · Part VI · Foreign Limited Liability Partnerships
48. Liquidation or dissolution of foreign limited liability partnerships in place of incorporation, establishment or origin
Feedback & supportIf a foreign limited liability partnership goes into liquidation or is dissolved in its place of incorporation, establishment or origin, each person who was a compliance officer immediately before the commencement of the liquidation proceedings shall, within one month after the commencement of the liquidation or the dissolution or within such further period as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar―
limited liability partnership
“limited liability partnership” means a limited liability partnership registered under section 11 or a foreign limited liability partnership registered under section 45;
a notice of such liquidation or dissolution; and
where a foreign liquidator is appointed to the foreign limited liability partnership in its place of incorporation, establishment or origin, a notice of such appointment.
A foreign liquidator appointed under paragraph (1)(b) shall have the powers and functions of an approved liquidator until an approved liquidator for the foreign limited liability partnership in
approved liquidator
“approved liquidator” has the meaning assigned to it in the *Companies Act 1965 and includes the Director General of *NOTE—The Companies Act 1965 has been repealed by the Companies Act 2016 w.e.f 31 January 2017―see subsection 620(1)…
Malaysia is duly appointed by the Court.
An approved liquidator of a foreign limited liability partnership in Malaysia appointed by the Court or a person exercising the powers and functions of such a liquidator―
shall, before any distribution of the assets of the foreign limited liability partnership is made, by advertisement in a newspaper widely circulated in each country where the foreign limited liability partnership had been carrying on business prior to the liquidation if no liquidator has been
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appointed for that place, invite all creditors to make their claims against the foreign limited liability partnership within a reasonable time before the distribution.
shall not pay out any creditor to the exclusion of any other creditor of the foreign limited liability partnership without obtaining an order of the Court except as otherwise provided in subsection (7); and
shall, unless otherwise ordered by the Court―
only recover and realize the assets of the foreign limited liability partnership in Malaysia; and
subject to subsection (7), pay the net amount so recovered and realized to the liquidator of that foreign limited liability partnership for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Malaysia by the foreign limited liability partnership.
Where a foreign limited liability partnership has been wound up, so far as its assets in Malaysia are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered pursuant to subsection (3).
Upon receipt of a notice from a compliance officer that the foreign limited partnership has been dissolved, the Registrar shall remove the name of the foreign limited liability partnership from the register.
Registrar
“Registrar” means the Registrar designated under subsection 20A (1) of the Companies Commission of Malaysia Act 2001.
Where the Registrar has reasonable cause to believe that a foreign limited liability partnership has ceased to carry on business or to have a place of business in Malaysia, the provisions of this Act relating to striking off under section 51 shall apply accordingly with such modifications as are necessary.
Before paying or transferring any property available within
property
“property”, in relation to a limited liability partnership, includes land, money, goods, chose in action, goodwill, and every valuable thing, whether corporeal or incorporeal, movable or immovable, and whether situated in Malaysia or elsewhere and also includes obligations, servitudes, and every description of estate, interest and profit, present or future, vested or contingent, arising out of or incident to the property;
Malaysia to the foreign liquidator referred to in subsection (1), the approved liquidator for the foreign limited liability partnership in
Malaysia shall make payments in the following order:
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firstly, the remuneration of the approved liquidator for the foreign limited liability partnership in Malaysia;
secondly, all penalties, costs, fees and charges due and owing to the Registrar;
thirdly, all wages and salary of any employee of the foreign limited liability partnership, at the time of the appointment of the approved liquidator, a sum not exceeding fifteen thousand ringgit;
fourthly, all amount in respect of workers’ compensation, employees’ superannuation or provident fund scheme, or social security contribution under any written law relating to workers’ compensation, employees’ superannuation or provident fund scheme, or social security contribution accrued before the appointment of the approved liquidator;
fifthly, all remuneration payable to any employee in respect of vacation leave or in the case of his death to any other person in his right, accrued in respect of any period before the appointment of the approved liquidator; and
sixthly, the amount due of all federal taxes assessed under any written law.
The penalties, costs, fees, charges, taxes and debts referred to in subsection (7) shall be a charge upon the properties of the foreign limited liability partnership in priority to all other charges and claims.
The foreign limited liability partnership shall be deemed to continue to exist in Malaysia until the winding up of its affairs in
Malaysia is completed.
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