Voluntary winding up of an LLP
Under section 50(2) of the Limited Liability Partnerships Act 2012, an LLP that has ceased to operate and has discharged all its debts and liabilities may apply to the Registrar for a declaration of dissolution. SSM's guideline sets out the steps, and they must be taken 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.
Key points
| Eligibility | The LLP must have ceased to operate and discharged all its debts and liabilities, other than those owed to its partners. |
|---|---|
| Timing | The application must be lodged within seven days of the later of the partner and newspaper notices. If asked within those seven days, the Registrar can extend the time by up to 30 days, for a fee. |
| Outstanding penalties | Any unpaid penalties or compounds must be settled before the application. |
| Who applies | One of the partners, or a registered representative where every partner is a company. The same person makes the statutory declaration. |
| Withdrawal | Possible until the declaration is made, for a fee. |
| LLPs with debts | An LLP that cannot settle its liabilities cannot use this route. We will explain the alternatives and work with approved liquidators where needed. |
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.
Closing a company
| Route | Suits | What it involves |
|---|---|---|
| Strike-off | A dormant Sdn Bhd with no assets or liabilities | An application to SSM under section 550 of the Companies Act 2016, once lodgements are up to date and the bank account is closed |
| Members' voluntary winding up | A solvent company with assets to distribute | The directors declare solvency, and an approved liquidator realises the assets, pays creditors and distributes the balance to members |
What we do
- A closure review covering records, outstanding lodgements, compounds and the right route for your LLP or company.
- Liaison with LHDN for the no-objection letter, and with SSM throughout.
- Partners' notices, newspaper notices, the statutory declaration and the application to SSM.
- Handling any objections from partners or creditors.
- The final distribution notice, and guidance on keeping records after dissolution.
- Company strike-off applications, and members' voluntary winding up with an approved liquidator.
LLP winding up from RM3,000, with the newspaper notices included. Every closure starts with a free review and a clear quote; outstanding penalties, compounds and overdue annual declarations are quoted separately.