Limited Liability Partnerships Act 2012 · Updated to 1 Aug 2022 · Part VII · Winding-Up, Dissolution and Striking-Off
50. Voluntary winding-up
Feedback & supportThis section shall apply to a voluntary winding-up of a limited liability partnership.
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;
Where a limited liability partnership has ceased to operate and has discharged all its debts and liabilities, a partner of the limited liability partnership may, after giving notice in accordance with subsection (4), apply in writing to the Registrar for a declaration of dissolution of the limited liability partnership.
partner
“partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement, and includes a salaried partner whether or not he is an employee of the limited liability partnership;
An application for a declaration of dissolution shall be made within seven days from the date of the publication or notification referred to in subsection (4), whichever is the later, and shall be accompanied by—
a statutory declaration made by one of the partners of the limited liability partnership stating—
that the limited liability partnership has ceased to operate and has discharged all its debts and liabilities, other than those owed to its partners; and
that the notice required under subsection (4) has been given in accordance with that subsection;
a copy of the notice given under subsection (4); and
a written notice from the Inland Revenue Board stating that it has no objection to the Registrar making a declaration of
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dissolution of the limited liability partnership.
Before making an application to the Registrar under this section, the applicant shall ensure that a notice to the effect that the applicant proposes to apply to the Registrar for a declaration of dissolution of the limited liability partnership—
Registrar
“Registrar” means the Registrar designated under subsection 20A (1) of the Companies Commission of Malaysia Act 2001.
has been published in at least one widely circulated
Malaysian newspaper in the national language and one widely circulated Malaysian newspaper in the English language; and
has been sent by registered post to each partner of the limited liability partnership to the last-known address of the partner.
A partner or creditor may make a written objection against the proposed dissolution of the limited liability partnership to the Registrar within thirty days of the date of publication or posting of the notice, whichever is the later.
On receipt of a written objection to the dissolution of the limited liability partnership under subsection (5), the Registrar shall forthwith notify the applicant for the declaration of dissolution of the receipt of the objection and of the identity of the objector.
The Registrar may, by notice in writing, declare that the limited liability partnership is dissolved if—
no objection is received under subsection (5);
the partner or creditor, as the case may be, withdraws the objection made under subsection (5); or
the Registrar decides that the objection made under subsection (5) is without justification.
Upon declaration of dissolution of the limited liability partnership under subsection (7), the Registrar shall notify the limited liability partnership that, subject to the limited liability partnership agreement, it is entitled to distribute its surplus assets among its partners according to their respective rights and interests.
limited liability partnership agreement
“limited liability partnership agreement”, in relation to a limited liability partnership, means a written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners among themselves and their rights and duties in relation to the limited liability partnership;
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The limited liability partnership shall notify the Registrar that its surplus assets have been distributed in accordance with subsection
within fourteen days after the distribution is completed.
distribution
“distribution” means distribution of dividends, profits, returns or refunds of capital by the limited liability partnership, whether in cash or in kind;
The declaration of dissolution under subsection (7) shall only take effect upon receipt of the notification referred to under subsection
by the Registrar.
Notwithstanding the declaration of dissolution under subsection
and the distribution of assets under subsection (8), the liability of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved.