Notification of Cessation as Partner / Manager under Section 28(2)

The legal requirement

For Partners:

• A person may cease to be a partner by resigning.
• Generally, a partner’s resignation is valid if the following conditions are satisfied:

a) the resignation procedure complies with the LLP agreement (if any); and

b) the LLP will have at least one remaining partner; and

c) the partner has given 30 days notice to the other partners of his intention to resign as a partner.

For Managers:

• A person may cease to be a manager by resigning and shall cease to be a manager upon disqualification.
• Generally, a manager’s resignation is valid if the following conditions are satisfied:

a) the LLP will have at least one remaining manager who is ordinarily resident in Singapore; and

b) the resignation is served on the LLP in accordance with section 26(2) of the LLP Act

• Within 14 days of the date on which a partner / manager ceases to be a partner/manager, the LLP must lodge the prescribed form online via BizFile under the heading of “Change of Particulars of Managers / Partners of a Limited Liability Partnership”. The person will remain as a partner/manager in our records until the prescribed form is lodged.
• If a person has reasonable cause to believe that the LLP will not lodge the return with us, he/she can lodge the BizFile form “Notification of Cessation as Partner/Manager Under section 28(2)” to inform ACRA of his/her valid resignation or disqualification. Generally, the LLP should be given at least 14 days to lodge the notice of cessation. However, if the person is aware that there are no other officers in the LLP to lodge the notice, e.g. the other remaining managers are disqualified; he / she can lodge the notice immediately.

Guidelines on notification

1. The notification should only be made 14 days or more after the date of cessation as partner/manager.

2. The person, who has ceased to be partner/manager, can notify that fact online via BizFile.

Step 1: At the BizFile homepage menu, select the transaction “Limited Liability Partnership” followed by the transaction group “Applications Under the LLP Act”.

Step 2: Select the transaction “Notification of Cessation as Partner / Manager Under section 28(2)”.

3. The ex-partner / manager may select the reason for disqualification or resignation from the list provided:

For Managers only:

a) Disqualified (Section 33 - Bankrupt)

b) Disqualified (Section 34 – Unfit manager of insolvent LLP)

c) Disqualified (Section 35 – Managers of LLP wound up on grounds of national security or interest)

d) Disqualified (Section 36 – Managers convicted of certain offences)

e) Disqualified (Section 37 – Disqualification under section 149, 149(A) or 154 of the Companies Act)

For Partners / Managers:

f) Resignation

4. The fee for each section 28(2) notification is $10.00.

5. Each notification is LLP specific, e.g. if the partner / manager is resigning from several LLPs, the partner/manager must notify us separately for all the LLPs.

6. We may contact the person to verify his resignation or disqualification claim and may require that person to obtain a legal opinion if necessary. The following are some of the administrative actions that we may take:

a) We may update the LLP’s records to show the partner/manager’s resignation if the LLP admits that the partner / manager’s resignation is valid but refuses to lodge the requisite form despite prosecution action by us;

b) If we are certain of the partner / manager’s disqualification or resignation, we may disseminate the partner/manager’s disqualification or resignation by including explanatory notes in our records, or in the extract of our records, to alert users of the disqualification or resignation and

c) We may withhold prosecution against the partner / manager for LLP Act offences committed by the LLP after his disqualification or resignation. 

Processing time

1. The processing time for a section 28(2) notification due to a disqualification under section 33 is about one working day.

2. For all other section 28(2) notifications, the normal processing time is about seven working days. However, if investigations are required to verify and confirm the disqualification or resignation claim, the processing time will then be longer. Such investigations may take more than one month, as we may have to write to and receive information from the ex-partner/manager or other parties, such as the LLP.

3. The ex- partner/manager can check the status of his section 28(2) notification in BizFile under the heading of “Transaction Status Enquiry”.

4. Alternatively, the ex-partner/manager will be informed of the outcome of his section 28(2) notification by email, if he/she had provided his/her email address to us at the time of incorporation of the LLP or had subsequently updated his/her particulars in the register of LLPs to include his/her email address.

Who can notify us?

• The ex-partner / manager of the LLP
• Professional firm on behalf of the ex-partner / manager
• Service bureau on behalf of the ex-partner / manager

Legal advice

Please seek professional advice if you are unsure about the legal duties and liabilities of the LLP and its officers. ACRA officers are not empowered to provide such advice.