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How to close an LLP in Malaysia
A voluntary winding up under section 50 of the Limited Liability Partnerships Act 2012, step by step, with every deadline.
An LLP (PLT) that has stopped trading does not close itself. Until the Registrar declares it dissolved, it must keep lodging an annual declaration every year, and late lodgement is an offence carrying a fine of up to RM20,000. If the LLP has ceased to operate and paid its debts, the cleanest exit is a voluntary winding up.
Can your LLP use voluntary winding up?
- It has ceased to operate.
- It has discharged all its debts and liabilities, other than those owed to its partners.
- Its annual declarations are up to date, and any penalties or compounds are settled before the application.
If the LLP still owes money it cannot pay, this route is not available. The alternatives involve an approved liquidator.
The eight steps, in order
Closure review
We check the LLP's records, bring any outstanding annual declarations up to date and confirm that all debts and liabilities have been settled.
LHDN no-objection letter
A written notice is obtained from LHDN confirming that it has no objection to the dissolution.
Notice to every partner
Every partner is notified of the proposed application by registered post.
Newspaper notices
A notice is published in one national-language and one English-language newspaper.
Application to SSM within 7 days
A partner makes a statutory declaration, and the application is lodged within seven days of the later notice, with a fee to SSM.
Objection period 30 days
Partners and creditors may object within 30 days of the later notice; any objection must be resolved within 60 days.
Declaration of dissolution after 30 days
If no one objects, the Registrar may declare the LLP dissolved 30 days after the application.
Final distribution notice within 14 days
Any surplus assets are distributed among the partners, and SSM is notified within 14 days of completion. The dissolution takes effect on that notice.
Documents SSM asks for
- A statutory declaration by the partner making the application.
- A copy of the notice sent to every partner.
- LHDN's written notice that it has no objection to the dissolution.
- Copies of the two newspaper notices.
Who signs
The application is made by one of the partners. If every partner is a company, a registered representative of a partner applies. The same person makes the statutory declaration.
How long it takes
Timing depends mostly on LHDN's no-objection letter. After that, the application must follow the later notice within seven days. Partners and creditors have 30 days from the later notice to object, and the Registrar may declare the LLP dissolved 30 days after the application if no one objects. The LLP then distributes any surplus assets and notifies SSM within 14 days of completing the distribution; the dissolution takes effect on that notice.
Where applications stall
- Missing the seven-day window after the later notice. If you need more time, ask the Registrar for an extension within those seven days.
- Outstanding annual declarations, penalties or compounds.
- An objection from a partner or creditor that is not resolved within 60 days, after which the application is rejected.
Changing your mind
The application can be withdrawn at any time before the declaration of dissolution is made, for a fee. Once the declaration is made, it cannot be withdrawn.
We handle the whole process, from the closure review to the final distribution notice, from RM3,000 with the newspaper notices included. See our LLP winding-up service.