Singapore legislation
Section 63
Section 63
Power of Registrar to strike defunct limited liability partnership off register
(1)
Where the Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or is not in operation, the Registrar may send to the limited liability partnership and its managers and partners a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the limited liability partnership off the register.
(2)
Unless the Registrar receives an answer within 30 days after the date of the letter to the effect that the limited liability partnership is carrying on business or is in operation, the Registrar may publish in the Gazette and send to the limited liability partnership by registered post a notice that at the expiry of 60 days after the date of that notice the name of the limited liability partnership mentioned in the notice will, unless cause is shown to the contrary in the form and manner specified in section 66, be struck off the register and the limited liability partnership will be dissolved.
(3)
If in any case where a limited liability partnership is being wound up the Registrar has reasonable cause to believe that —
no liquidator is acting;
the affairs of the limited liability partnership are fully wound up and, for a period of 6 months, the liquidator has been in default in lodging any return required to be made by the liquidator; or
the affairs of the limited liability partnership have been fully wound up under Part 2 of the Fifth Schedule and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the General Division of the High Court dissolving the limited liability partnership,the Registrar may publish in the Gazette and send to the limited liability partnership or the liquidator (if any) a notice to the same effect as that mentioned in subsection (2).
(4)
At the expiry of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the limited liability partnership off the register, and must publish notice thereof in the Gazette.
(5)
On the publication in the Gazette of the notice mentioned in subsection (4), the limited liability partnership is dissolved; but —
the liability (if any) of every officer and partner of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved; and
nothing in this subsection affects the power of the General Division of the High Court to wind up a limited liability partnership the name of which has been struck off the register.
(6)
If any person feels aggrieved by the name of the limited liability partnership having been struck off the register, the General Division of the High Court, on an application made by the person at any time within 6 years after the striking off, may order the name of the limited liability partnership to be restored to the register if the General Division of the High Court is satisfied that —
the limited liability partnership was, at the time of the striking off, carrying on business or in operation; or
it is just, that the name of the limited liability partnership be restored to the register.
(7)
Upon a copy of the order referred to in subsection (6) being lodged with the Registrar, the limited liability partnership is deemed to have continued in existence as if its name had not been struck off, and the General Division of the High Court may by the order give such directions and make such provisions as seem just for placing the limited liability partnership and all other persons in the same position as nearly as may be as if the name of the limited liability partnership had not been struck off.
(8)
A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s last known place of business, and a letter or notice to be sent under this section to a limited liability partnership may be addressed to the limited liability partnership at its registered office or, if no office has been registered, to the care of any officer of the limited liability partnership.
(9)
The Registrar must ensure that —
such particulars of the limited liability partnership mentioned in subsection (1) and of his or her belief that the limited liability partnership is not carrying on business or is not in operation, as he or she may determine, is sent to —
the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and (ii)the Central Provident Fund Board established under the Central Provident Fund Act 1953; and
the substance of the notices to be published in the Gazette under subsections (2), (3) and (4) is also published on the Authority’s website.
(10)
The provisions of the Fifth Schedule relating to —
the dissolution of a limited liability partnership apply to a limited liability partnership struck off the register under this section; and
the remedies against the property of a limited liability partnership and the priorities of debts bind the Government.[38