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. There is no guideline issued for application to strike-off LLP. Thus, no application is allowed under this provision.


How to submit the application?

Online submission via access https://www.myllp.com.my


Who can submit the application?

Applicant must be one of the partner and must be registered as a Verified User or Verified Professional User. A Compliance Officer who is also a Partner may apply.


Fee? 

RM100


Extension of Time? Any Fee?

If the applicant is unable to submit the application within the stipulated timeframe, the applicant may apply for an extension of time to the Registrar for a longer timeframe with a fee of RM50, provided that the application for an extension of time is made within the seven-day period. The timeframe extended by the Registrar will not exceed thirty days from the end of the seven-day period.


Can the applicant withdraw the application? Any Fee?

The applicant may withdraw the application at any time before the declaration of dissolution is made by the Registrar by writing to the Registrar indicating the reasons for the withdrawal of the application.

The fee is RM100.

Can anyone make an objection?

Any partner or creditor of the LLP may make an objection against the proposed dissolution of the LLP within thirty (30) days from the date of the posting of the notice referred to in paragraph 4(a) or the publication of the notice in the newspaper referred to in paragraph 4(c), whichever is the later.

The objection may be made in writing to the Registrar to the following address: 

Director 
Registration Services Division (Insolvency Section) 
Suruhanjaya Syarikat Malaysia 
Level 19, Menara SSM@Sentral, 
No. 7 Jalan Stesen Sentral 5, 
Kuala Lumpur Sentral, 
50623 Kuala Lumpur. 
Email: enquiry@ssm.com.my


What are the supporting documents?

Applicant is required to upload: 

  1. A written notice from the Inland Revenue Board of Malaysia stating that it has no objection to the Registrar making a declaration of dissolution of the limited liability partnership;
  2. A copy of the notice sent to all partners under section 50(4). (Notice to partners + proof of acknowledged receipt/ registered post);
  3. Copies of the publication made in the newspapers. (i.e. Advertisement in BM newspaper & Advertisement in English newspaper); and 
  4. A Statutory Declaration made under section 50(3).


Reference:

Guideline for Declaration of Dissolution in a Voluntary Winding- up of a Limited Liability Partnership 

  • Sample of advertisements in BM & English are provided in the guidelines. Please refer to appendix A for Bahasa Malaysia & appendix B for English.
  • Sample of Statutory Declaration is provided in the guidelines. It must be attested by Commissioner for Oath.

Please note:

  • Form 16 & form 17 are not applicable for on-line application.
  • Application must be submitted within 7 days from the date of notice to partners or date of notice advertised in the newspaper (whichever is the later).
  • Applicant is required to complete the online- template: 
  1. VW101- Notification of Declaration of Dissolution. 
  2. VW107 - Notice of Completion of Distribution. (Within 14 days after the surplus assets have been distributed). 

* VW107 must be completed and submitted even if the LLP has no assets.