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How to close LLP in Malaysia ?

30-Mar-2023

How to close LLP in Malaysia ?

Dissolution of Limited Liability Partnership

Section 50 of the Limited Liability Partnership (LLP) Act 2012 shall apply to a voluntary winding-up of a Limited Liability Partnership. S.51 of the LLP Act 2012 Power of Registrar to strike-off limited liability partnerships from the register is reserved for the Registrar.

3 options for closure:

1) Compulsory winding-up by Court

2) Voluntary winding up by partners (Preferable option)

3) Strike-off by SSM.

When partners of LLP do not wish to continue the business or have no successor to take over the entity, the partners may opt to close the entity by Voluntary Winding Up (VWU).

The basic requirement for Voluntary Winding Up (VWU)

Section 50(2) of LLP Act, 2012 required the LLP has:

1) ceased to operate and

2) discharged all its debts and liabilities

Who can apply?

1) Any one of the partner

2) Compliance Officer

with an authorised user to access MyLLP under SSM4U system

Application process with SSM to effect the VWU

Part A – Pre-application
Part B – Application
Part C – Post application

Part A - Pre-application process

As per Section 50(4) of LLP Act, 2012 and Item 4 in SSM Guideline

1) Send a notice to all partners by registered post;

2) Send and obtained a written notice of clearance and no objection from Inland Revenue Board (IRB) of Malaysia; and

3) Publish a notice in Malaysia newspaper as per Appendix A and B in

a. national language; and

b. English language

Part B - Application process

As per Section 50(3) of LLP Act, 2012 and Item 9 in SSM Guideline

1) Submit the application via MyLLP within 7 days upon compliance with Part A together with the following documents:

a. Statutory Declaration as per Appendix C;

b. copy of the notice sent to all partners;

c. written notice from IRB; and

d. copy of the notice published in the newspaper

Part C – Post application process

As per Section 50(7),(8) and (9) of LLP Act, 2012 and Item 14 to 16 in SSM Guideline

1) SSM will notify the applicant in writing on

a. declare that the LLP is dissolved if no further objection and withdrawal; and

b. entitlement to distribute its surplus assets (if any) among partners under the LLP agreement.

2) The applicant required to notify SSM of the completion of the distribution of surplus assets within 14 days to effective and complete the application process.

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