Overview: Strike Off Journey of a Limited Liability Partnership (LLP)
You may wish to close the Limited Liability Partnership (LLP) for various reasons. One of the options available is to strike off the name of the LLP from the register.
As a partner, you may apply to ACRA to strike off the LLP’s name from the register. ACRA may approve the application if there is reasonable cause to believe that the LLP is not carrying on business and the LLP is able to satisfy the following criteria for striking off.
- The LLP has not commenced business since incorporation or has ceased trading.
- The LLP has no outstanding debts owed to Inland Revenue Authority of Singapore (IRAS), Central Provident Fund (CPF) Board and any other government agency. You may wish to liaise with the respective government agencies to confirm any outstanding obligations before applying.
- The LLP is not involved in any legal proceedings (within or outside Singapore).
- The LLP is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
- The LLP has no existing assets (such as equipment) and liabilities (such as outstanding employee salaries or debts) at the date of application and no contingent asset and liabilities that may arise in the future.
- All/majority of the partner(s) authorise you, as the applicant, to submit the online application for striking off on behalf of the LLP.
Please ensure that the LLP meets all the above criteria before you apply for striking off. An application made without satisfying these criteria could constitute a false declaration and may warrant investigation.
Note:
Please ensure that there is no outstanding tax credit owing to the LLP before applying for striking off. When the LLP is dissolved, any tax credit due to the LLP will be paid over to the Insolvency & Public Trustee’s Office (IPTO). The partners of the defunct LLP may approach IPTO if they wish to claim the tax credit. Please note that IPTO may impose charges for the processing of the claim. For more information on how to make a claim, please visit IPTO’s website.
Who can apply for striking off
Only the LLP partners can apply to strike off the LLP. You may also engage a Corporate Service Provider to file on your behalf.
How to apply for striking off
The application is to be made online via Bizfile using Singpass or Corppass.
Login to Bizfile and navigate to the "Apply to strike off business entity" eService. No filing fee or supporting documents are required for this transaction.
Important: Before you apply
- Ensure that the registered office address and entity’s email address are updated in Bizfile before submitting the application.
- Ensure that there is no on-going summons issued to the LLP.
- The application will lapse if it is not endorsed by all/majority of the LLP partners within 14 days of the application date.
- Corporate service provider authorised by the entity to carry out the transaction must ensure that majority of the LLP partners have consented to strike off the entity.
What to expect after filing the application - The Strike Off Process
The entire strike off process may take at least 3 months after the application is approved.
a) Once the application is approved, ACRA may send a striking off letter to the LLP’s registered office address, its partners and managers at their residential address in our records and to IRAS and CPFB.
b) If there is no objection, ACRA will publish the name of the LLP in the Government Gazette. This is known as the First Gazette Notification.
c) After 60 days from the First Gazette Notification, if there is no objection, ACRA will publish the name of the LLP in the Government Gazette and the name of the LLP will be struck off the register. The date that the LLP is struck off will be stated. This is known as the Final Gazette Notification.
Important: Understand the Difference Between Application Approval and Successful Strike-Off
- Application Approval means ACRA has accepted your strike-off application and will begin processing it. The entity remains 'Live' and registered with ACRA at this stage.
- Successful Struck Off means the LLP has been removed from ACRA's register and no longer has legal existence.
Overview: Objection Process
Who can object and How to lodge an Objection Against Striking Off
Any interested person can submit an objection application against a striking off application through Bizfile. There is no fee payable for this transaction.
When submitting an objection, you are required to state the reason(s) for objection and upload the supporting documents for ACRA to review the objection. Objection without supporting documents may be rejected. ACRA may request for further documents/ information (if required) to facilitate the review.
Example of Supporting documents (non-exhaustive):
- Invoices / Purchase Orders
- Bank statements
- Utility bill or Lease agreement for office space
- Assets ownership
- Other agencies related documents (i.e. Notice of assessment from IRAS & CPF contribution, approved licence & etc.)
- Accounts receivable / Payable
- Agreements / Contracts signed for on-going or pending projects
- On-going/pending prosecution actions
- Proof of On-going legal actions
- Court documents
- Appointment of liquidators / Judicial Manager
If the objection is approved, ACRA will send a letter to inform the LLP of the objection. The letter will indicate the objector’s name and the objection reason. The LLP is given 2 months to resolve the matter. If the LLP is unable to resolve the matter within 2 months and the objection is not cleared, the striking off application will lapse. The LLP can only submit a new application after the objection has been cleared.
Note:
- Please note that only the lodger who lodged the objection can view the objection status in their Bizfile inbox.
Clearance of an Objection to Striking Off
The person who objects to the striking off application must log in to Bizfile to clear the objection within 2 months from the objection lodgement date, before ACRA can proceed to continue with the striking off process. There is no fee payable for this transaction.
Withdrawal of Striking Off Application
An LLP can apply for withdrawal of its application for striking off via Bizfile at any point of time before the LLP is struck off.
There is no filing fee for this transaction.
