Limited Liability Partnerships (Winding Up) Rules

These Rules may be cited as the Limited Liability Partnerships (Winding Up) Rules.

In these Rules, unless the context otherwise requires —“applicant” means a person making an application to wind up an LLP and includes an LLP making an application to wind itself up;“Assessing Master” means the Registrar or other officer of the Court whose duty it is to assess costs in the proceedings of the Court under its ordinary jurisdiction;“Court” means the General Division of the High Court; “creditor” includes a corporation and a firm of creditors in partnership;“filed” means filed in the Court;“form” means a form set out in the First Schedule, and a form referred to by a number means the form so numbered in that Schedule;“limited liability partnership” or “LLP” means a limited liability partnership which is being wound up or against which proceedings to have it wound up have been commenced;“liquidator” includes a provisional liquidator;“proceedings” means the proceedings in the winding up of an LLP under the Act;“Registrar” means the Registrar of the Supreme Court and includes a Deputy Registrar and an Assistant Registrar;“sealed” means sealed with the seal of the Court. [Deleted by S 197/2022 wef 01/04/2022]

“applicant” means a person making an application to wind up an LLP and includes an LLP making an application to wind itself up;

“Assessing Master” means the Registrar or other officer of the Court whose duty it is to assess costs in the proceedings of the Court under its ordinary jurisdiction;

“Court” means the General Division of the High Court;

“creditor” includes a corporation and a firm of creditors in partnership;

“filed” means filed in the Court;

“form” means a form set out in the First Schedule, and a form referred to by a number means the form so numbered in that Schedule;

“limited liability partnership” or “LLP” means a limited liability partnership which is being wound up or against which proceedings to have it wound up have been commenced;

“liquidator” includes a provisional liquidator;

“proceedings” means the proceedings in the winding up of an LLP under the Act;

“Registrar” means the Registrar of the Supreme Court and includes a Deputy Registrar and an Assistant Registrar;

“sealed” means sealed with the seal of the Court.

For the purpose of these Rules, the forms prescribed in the First Schedule where applicable, and where they are not applicable, forms of the like character, with such variations as circumstances may require, shall be used. (2) Where such forms are applicable any costs occasioned by the use of any other forms not prescribed shall, unless the Court otherwise directs, be borne by the party using such other forms.

For the purpose of these Rules, the forms prescribed in the First Schedule where applicable, and where they are not applicable, forms of the like character, with such variations as circumstances may require, shall be used.

Where such forms are applicable any costs occasioned by the use of any other forms not prescribed shall, unless the Court otherwise directs, be borne by the party using such other forms.

All proceedings in the winding up of LLPs in the Court shall be attached to the Registrar, who shall, together with the necessary clerks and officers, and subject to the Act and these Rules, act under the general or special directions of the Judge. (2) In every cause or matter within the jurisdiction of the Judge, whether by virtue of the Act or by transfer, or otherwise, the Registrar shall, in addition to his powers and duties under these Rules, have all the powers and duties assigned to him under section 62 of the Supreme Court of Judicature Act (Cap. 322).

All proceedings in the winding up of LLPs in the Court shall be attached to the Registrar, who shall, together with the necessary clerks and officers, and subject to the Act and these Rules, act under the general or special directions of the Judge.

In every cause or matter within the jurisdiction of the Judge, whether by virtue of the Act or by transfer, or otherwise, the Registrar shall, in addition to his powers and duties under these Rules, have all the powers and duties assigned to him under section 62 of the Supreme Court of Judicature Act (Cap. 322).

The following matters and applications in Court shall be heard before the Judge in open Court: (a)winding up applications; (b)appeals to Court; (c)applications under paragraph 97 of the Fifth Schedule to the Act; (d)applications for the committal of any person to prison for contempt; (e)applications to rectify the Register; and (f)such matters and applications as the Judge may from time to time by any general or special orders direct to be heard before him in open Court. (2) Every other matter or application to the Court under the Act to which these Rules apply may be heard and determined in Chambers.

The following matters and applications in Court shall be heard before the Judge in open Court: (a)winding up applications; (b)appeals to Court; (c)applications under paragraph 97 of the Fifth Schedule to the Act; (d)applications for the committal of any person to prison for contempt; (e)applications to rectify the Register; and (f)such matters and applications as the Judge may from time to time by any general or special orders direct to be heard before him in open Court.

Every other matter or application to the Court under the Act to which these Rules apply may be heard and determined in Chambers.

Subject to the provisions of the Act and these Rules —

the Registrar may under the general or special directions of the Judge hear and determine any application or matter which under the Act or these Rules may be heard and determined in Chambers; (b)any matter or application before the Registrar may at any time be adjourned by him to be heard before the Judge either in Chambers or in Court; and (c)any matter or application may if the Judge or, as the case may be, the Registrar, thinks fit be adjourned from Chambers to Court, or from Court to Chambers.

Every winding up application and any other application by which any proceedings are commenced in Court shall be made by originating application supported by an affidavit. (2) Subject to the provisions of these Rules, the originating application and supporting affidavit shall be served on the party affected thereby not less than 8 days before the date appointed for the hearing of the application. (3) Every interlocutory application shall be made by summons in Form 1, and the summons shall, unless otherwise ordered —

be served on every person against whom an order is sought; (b)require that person or the persons to whom the summons is addressed to attend at the time and place named in the summons; and (c)be served not less than 8 days before the day specified in the summons.

Every winding up application and any other application by which any proceedings are commenced in Court shall be made by originating application supported by an affidavit.

Subject to the provisions of these Rules, the originating application and supporting affidavit shall be served on the party affected thereby not less than 8 days before the date appointed for the hearing of the application.

Every interlocutory application shall be made by summons in Form 1, and the summons shall, unless otherwise ordered —

be served on every person against whom an order is sought; (b)require that person or the persons to whom the summons is addressed to attend at the time and place named in the summons; and (c)be served not less than 8 days before the day specified in the summons.

Every proceeding in a winding up matter shall be dated and shall, with any necessary additions, be intituled as follows: “IN THE GENERAL DIVISION OF THE HIGH COURT OFTHE REPUBLIC OF SINGAPORE LWU O.A. No. of 20 )) (Seal) In the Matter ofthe Limited Liability Partnerships Act (Cap. 163A) AND In the matter of .................................................................................”.

The first proceeding in every winding up matter shall have a distinctive number assigned to it in the office of the Registrar, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding.

Every proceeding in a winding up matter shall be dated and shall, with any necessary additions, be intituled as follows: “IN THE GENERAL DIVISION OF THE HIGH COURT OFTHE REPUBLIC OF SINGAPORE LWU O.A. No. of 20 )) (Seal) In the Matter ofthe Limited Liability Partnerships Act (Cap. 163A) AND In the matter of .................................................................................”.

The first proceeding in every winding up matter shall have a distinctive number assigned to it in the office of the Registrar, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding.

All proceedings shall be written or printed or partly written or partly printed.

All orders, summonses, applications, warrants, process of any kind (including notices when issued by the Court) and office copies in any winding up matter shall be sealed.

Every originating application and summons in a winding up matter in the Court shall be prepared by the person making the application or his solicitor and issued from the office of the Registrar.

Every order whether made in Court or in Chambers in the winding up of an LLP shall be drawn up by the person making the application or his solicitor and signed by the Registrar, unless in any proceedings or class of proceedings the Judge or Registrar who makes the order shall direct that no order need be drawn up. (2) Where a direction is given that no order need be drawn up the note or the memorandum of the order, signed or initialled by the Judge or the Registrar making the order, shall be sufficient evidence of the order having been made.

Every order whether made in Court or in Chambers in the winding up of an LLP shall be drawn up by the person making the application or his solicitor and signed by the Registrar, unless in any proceedings or class of proceedings the Judge or Registrar who makes the order shall direct that no order need be drawn up.

Where a direction is given that no order need be drawn up the note or the memorandum of the order, signed or initialled by the Judge or the Registrar making the order, shall be sufficient evidence of the order having been made.

All originating applications, affidavits, summonses, orders, proofs, notices, depositions, bills of costs and other proceedings in the Court in a winding up matter shall be kept and remain of record in the office of the Registrar.

All office copies of originating applications, affidavits, depositions, papers and writings, or any part thereof, required by the Official Receiver or any liquidator, partner, creditor, officer of an LLP or other person entitled thereto, shall be provided by the Registrar duly certified by him.

When, in the exercise of his functions under the Act or these Rules, the Official Receiver requires the inspection or use of the file of proceedings the Registrar shall, on request, transmit the file of proceedings to the Official Receiver.

Every officer of the Court who shall receive any document to which an adhesive stamp shall be affixed shall immediately upon receipt of the document deface the stamp thereon.

Subject to any order to the contrary, every originating application and summons and the affidavit in support thereof shall be served upon every person against whom any order or other relief is sought but the Court may at any time direct that service be effected or notice of proceedings be given to any person who may be affected by the order or other relief sought and may at any time direct the manner in which such service is to be effected or such notice given; and any person so served or notified shall be entitled to be heard. (2) Any document referred to as an exhibit in an affidavit shall be made available for inspection by any person upon whom service of the affidavit is required.

Subject to any order to the contrary, every originating application and summons and the affidavit in support thereof shall be served upon every person against whom any order or other relief is sought but the Court may at any time direct that service be effected or notice of proceedings be given to any person who may be affected by the order or other relief sought and may at any time direct the manner in which such service is to be effected or such notice given; and any person so served or notified shall be entitled to be heard.

Any document referred to as an exhibit in an affidavit shall be made available for inspection by any person upon whom service of the affidavit is required.

Subject to the other provisions of these Rules, for the purposes of service, an originating application is valid in the first instance for 6 months beginning with the date of its issue. (2) Subject to paragraph (3), where an originating application has not been served on a defendant, the Court may by order extend the validity of the originating application from time to time for such period, not exceeding 6 months at any one time, beginning with the day next following that on which it would otherwise expire, as may be specified in the order, if any application for extension is made to the Court before that day. (3) Where the Court is satisfied on an application under paragraph (2) that, despite the making of reasonable efforts, it may not be possible to serve an originating application within 6 months, the Court may, if it thinks fit, extend the validity of the originating application for such period, not exceeding 12 months at any one time, as the Court may specify. (4) Before an originating application, the validity of which has been extended under this rule, is served, it must be marked with an official stamp in Form 1A showing the period from which the validity of the originating application has been so extended. (5) A note of the renewal must be entered in the cause book.

Subject to the other provisions of these Rules, for the purposes of service, an originating application is valid in the first instance for 6 months beginning with the date of its issue.

Subject to paragraph (3), where an originating application has not been served on a defendant, the Court may by order extend the validity of the originating application from time to time for such period, not exceeding 6 months at any one time, beginning with the day next following that on which it would otherwise expire, as may be specified in the order, if any application for extension is made to the Court before that day.

Where the Court is satisfied on an application under paragraph (2) that, despite the making of reasonable efforts, it may not be possible to serve an originating application within 6 months, the Court may, if it thinks fit, extend the validity of the originating application for such period, not exceeding 12 months at any one time, as the Court may specify.

Before an originating application, the validity of which has been extended under this rule, is served, it must be marked with an official stamp in Form 1A showing the period from which the validity of the originating application has been so extended.

A note of the renewal must be entered in the cause book.

Except as otherwise provided by the Act, these Rules or any order —

all notices, summonses and other documents except those of which personal service is required, shall be deemed to be sufficiently served if left at or sent by prepaid post to the last known address of the person to be served therewith or to the address (if any) at which such person has authorised service on him to be effected; and the notice, summons or document if so sent by prepaid post shall be considered as served at the time that the same ought to be delivered in the ordinary course of post by the post office, and notwithstanding the same may be returned by the post office; (b)no service shall be deemed invalid by reason that the name, or any of the names other than the surname of the person to be served, has been omitted from the document containing the person’s name if the Court is satisfied that in other respects the service of the document has been sufficient; (c)when the solicitor for a party to be served accepts service of a document on behalf of that party and indorses the original or a copy thereof to that effect, that service shall be deemed sufficient.

Except as otherwise provided by the Act, these Rules or any order —

all matters which require to be gazetted shall be published once in the Gazette; (b)all matters which require to be advertised shall be published once in a local newspaper; (c)all matters required to be gazetted subsequent to a winding up order shall be gazetted by the liquidator; (d)where any winding up order is amended or any matter which has been gazetted has been amended or altered or where any matter was wrongly or inaccurately gazetted or advertised the order or matter shall be re-gazetted or re-advertised with the necessary amendments and alterations.

Unless otherwise expressly provided in the Act, these Rules or unless otherwise expressly ordered, where any matter is gazetted or advertised in connection with any proceedings under the Act or these Rules —

a memorandum as in Form 58 referring to and giving the date of the Gazette or advertisement, signed by the person responsible for the publication in the Gazette or newspaper or his solicitor shall be filed —

if the advertisement relates to proceedings for or in connection with a winding up by the Court, by the liquidator; or (ii)in any other case, by the party responsible for publishing the advertisement; (b)in the case of an advertisement for or in connection with a winding up by the Court, a copy of the newspaper or Gazette in which the advertisement appeared shall be delivered to the Official Receiver and a copy to the liquidator by the party responsible for publishing the advertisement; and (c)such a memorandum shall be prima facie evidence that the advertisement to which it refers was published in the Gazette or in the issue of the newspaper mentioned in it.

Every judgment or order of the Court made in the exercise of the powers conferred by the Act and these Rules may be enforced by the Court as if it were a judgment or order of the Court made in the exercise of its ordinary jurisdiction.

Every application for the winding up of an LLP by the Court shall be made by originating application. (2) The application for the winding up of an LLP shall be —

in Form 2 if it is made by the LLP itself; and (b)in Form 3 if it is made by a person other than the LLP. (3) Where an application to wind up an LLP is made by a person other than the LLP, that person shall be referred to in Form 3 and all proceedings as the claimant.

Every application for the winding up of an LLP by the Court shall be made by originating application.

The application for the winding up of an LLP shall be —

in Form 2 if it is made by the LLP itself; and (b)in Form 3 if it is made by a person other than the LLP.

Where an application to wind up an LLP is made by a person other than the LLP, that person shall be referred to in Form 3 and all proceedings as the claimant.

A winding up application shall be filed at the office of the Registrar who shall appoint the time and place at which the winding up application is to be heard. (2) Notice of the time and place appointed for hearing the winding up application shall be written on the winding up application and sealed copies thereof, and the Registrar may at any time before the winding up application has been advertised, alter the time appointed and fix another time.

A winding up application shall be filed at the office of the Registrar who shall appoint the time and place at which the winding up application is to be heard.

Notice of the time and place appointed for hearing the winding up application shall be written on the winding up application and sealed copies thereof, and the Registrar may at any time before the winding up application has been advertised, alter the time appointed and fix another time.

Every winding up application shall be advertised 7 clear days (or such longer time as the Court may direct) before the hearing, in Form 4 as follows: (a)once in the Gazette and once at least in one English and one Chinese local daily newspaper or in such other newspapers as the Court may direct; and (b)the advertisement shall state the day on which the winding up application was filed and the name and address of the applicant and of his solicitor and contain a note at the foot thereof, stating that any person who intends to appear on the hearing of the winding up application, either to oppose or support, must send notice of such intention to the applicant or to his solicitor, within the time and in the manner prescribed by rule 28, and an advertisement of an application for the winding up of an LLP by the Court which does not contain such a note shall be deemed irregular, and if the applicant or his solicitor does not within the time hereby prescribed or within such extended time as the Registrar may allow duly advertise the winding up application in the manner prescribed by this rule, the appointment of the time and place at which the winding up application is to be heard shall be cancelled by the Registrar and the winding up application shall be removed from the file unless the Judge or the Registrar shall otherwise direct.

Every application for the winding up of an LLP by the Court shall be supported by an affidavit. (2) The affidavit supporting an application to wind up an LLP shall state —

the date of registration of the LLP; (b)the registered office of the LLP; and (c)the grounds on which the application for winding up is made. (3) The affidavit supporting a winding up application shall be in Form 5 and shall be made by the applicant or by one of the applicants, if more than one, or, in the case where the application is made by a corporation, by some director, manager, secretary or other principal officer thereof and shall be filed and served together with the winding up application, and such affidavit shall be prima facie evidence of the statements therein.

Every application for the winding up of an LLP by the Court shall be supported by an affidavit.

The affidavit supporting an application to wind up an LLP shall state —

the date of registration of the LLP; (b)the registered office of the LLP; and (c)the grounds on which the application for winding up is made.

The affidavit supporting a winding up application shall be in Form 5 and shall be made by the applicant or by one of the applicants, if more than one, or, in the case where the application is made by a corporation, by some director, manager, secretary or other principal officer thereof and shall be filed and served together with the winding up application, and such affidavit shall be prima facie evidence of the statements therein.

Every winding up application and supporting affidavit shall, unless filed by the LLP, be served upon the LLP at the registered office of the LLP, and if there is no registered office, then at the principal or last known principal place of business of the LLP, if any can be found, by leaving a copy with any partner, officer or employee of the LLP there, or in case no such partner, officer or employee can be found there, then by leaving a copy at such registered office or principal place of business, or by serving it on such partner or partners of the LLP as the Court may direct; and where the LLP is being wound up voluntarily, the winding up application and supporting affidavit shall also be served upon the liquidator (if any) appointed for the purpose of winding up the affairs of the LLP. The affidavit of service of the winding up application and supporting affidavit may be in Form 6 or 7. (2) Where a winding up application is filed by any person other than the liquidator of the LLP in relation to an LLP which is in the course of being wound up, the winding up application and supporting affidavit shall be personally served upon the liquidator. (3) A copy of the winding up application and supporting affidavit shall also be served upon the Official Receiver.

Every winding up application and supporting affidavit shall, unless filed by the LLP, be served upon the LLP at the registered office of the LLP, and if there is no registered office, then at the principal or last known principal place of business of the LLP, if any can be found, by leaving a copy with any partner, officer or employee of the LLP there, or in case no such partner, officer or employee can be found there, then by leaving a copy at such registered office or principal place of business, or by serving it on such partner or partners of the LLP as the Court may direct; and where the LLP is being wound up voluntarily, the winding up application and supporting affidavit shall also be served upon the liquidator (if any) appointed for the purpose of winding up the affairs of the LLP. The affidavit of service of the winding up application and supporting affidavit may be in Form 6 or 7.

Where a winding up application is filed by any person other than the liquidator of the LLP in relation to an LLP which is in the course of being wound up, the winding up application and supporting affidavit shall be personally served upon the liquidator.

A copy of the winding up application and supporting affidavit shall also be served upon the Official Receiver.

Every partner or creditor of the LLP shall be entitled to be furnished by the applicant or his solicitor with a copy of the winding up application and supporting affidavit within 48 hours after requiring the same, upon payment of 50 cents per folio of 100 words for such copy.

Every person who intends to appear on the hearing of a winding up application shall serve on the applicant or his solicitor notice of his intention. The notice shall be signed by such person or by his solicitor and shall give the address of the person signing it and shall be served, or if sent by post shall be posted in such time as in the ordinary course of post to reach the address not later than 12 o'clock noon of the day previous to the day appointed for the hearing of the winding up application. (2) The notice may be in Form 8 with such variations as circumstances may require. (3) A person who has failed to comply with this rule shall not, without special permission of the Court, be allowed to appear at the hearing of the winding up application.

Every person who intends to appear on the hearing of a winding up application shall serve on the applicant or his solicitor notice of his intention. The notice shall be signed by such person or by his solicitor and shall give the address of the person signing it and shall be served, or if sent by post shall be posted in such time as in the ordinary course of post to reach the address not later than 12 o'clock noon of the day previous to the day appointed for the hearing of the winding up application.

The notice may be in Form 8 with such variations as circumstances may require.

A person who has failed to comply with this rule shall not, without special permission of the Court, be allowed to appear at the hearing of the winding up application.

The applicant or his solicitor shall prepare a list in Form 9 of the names and addresses of the persons who have given notice of their intention to appear at the hearing of the winding up application and of their respective solicitors. (2) On the day appointed for hearing the winding up application a fair copy of the list or if no notice of intention to appear has been given, a statement to that effect, shall be handed by the applicant or his solicitor to the Court prior to the hearing of the winding up application.

The applicant or his solicitor shall prepare a list in Form 9 of the names and addresses of the persons who have given notice of their intention to appear at the hearing of the winding up application and of their respective solicitors.

On the day appointed for hearing the winding up application a fair copy of the list or if no notice of intention to appear has been given, a statement to that effect, shall be handed by the applicant or his solicitor to the Court prior to the hearing of the winding up application.

Affidavits in opposition to an application for the winding up of an LLP shall be filed and a copy thereof served on the applicant or his solicitor at least 7 days before the time appointed for the hearing of the winding up application. (2) Any affidavit in reply to an affidavit filed in opposition to a winding up application (including a further affidavit in support of any of the facts alleged in the winding up application) shall be filed within 3 days of the date of service on the applicant or his solicitor of the affidavit in opposition and a copy thereof served on the party opposing the winding up application or his solicitor.

Affidavits in opposition to an application for the winding up of an LLP shall be filed and a copy thereof served on the applicant or his solicitor at least 7 days before the time appointed for the hearing of the winding up application.

Any affidavit in reply to an affidavit filed in opposition to a winding up application (including a further affidavit in support of any of the facts alleged in the winding up application) shall be filed within 3 days of the date of service on the applicant or his solicitor of the affidavit in opposition and a copy thereof served on the party opposing the winding up application or his solicitor.