Singapore legislation
Section 64
Section 64
Striking off on application by limited liability partnership
(1)
The Registrar may, on the application by a limited liability partnership, strike the limited liability partnership’s name off the register on such grounds and subject to such conditions as may be prescribed.
(2)
An application under subsection (1) is to be made on the limited liability partnership’s behalf by its partners or by a majority of them.
(3)
Upon receipt of the application, the Registrar must, if satisfied that the grounds and conditions (if any) mentioned in subsection (1) are satisfied, send to the limited liability partnership and its partners and managers a letter informing them of the application and stating that if an answer showing cause to the contrary in the form and manner specified in section 66 is not received within 30 days after the date of the letter, a notice, details of which are set out in subsection (4), will be published in the Gazette with a view to striking the name of the limited liability partnership off the register.
(4)
The Registrar may not strike a limited liability partnership’s name off the register under this section until after the expiry of 60 days after the publication by the Registrar in the Gazette of a notice —
stating that the Registrar intends to exercise the power under this section in relation to the limited liability partnership; and
inviting any person to show cause why that should not be done within such period as may be prescribed.
(5)
If no person shows cause or sufficient cause within the period mentioned in subsection (4)(b) as to why the name of the limited liability partnership should not be struck off the register, the Registrar must strike off the name of the limited liability partnership from the register and publish a notice in the Gazette of the limited liability partnership’s name having been so struck off.
(6)
On the publication of the notice in the Gazette under subsection (5), the limited liability partnership is dissolved.
(7)
Despite the dissolution of the limited liability partnership under subsection (6) —
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 section 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.
(8)
The Registrar must ensure that —
such particulars of the limited liability partnership and of the application mentioned in subsection (1), 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 (4) and (5) is also published on the Authority’s website.
(9)
The Registrar may, for the purposes of this section, send notices to the limited liability partnership by ordinary post or in any other prescribed manner.[38A