Close down LLP -- Winding Up Process and Procedure

To wind up a Limited Liability Partnership (LLP) in Malaysia, the process involves several steps governed by the Limited Liability Partnerships Act 2012 and requires coordination with various authorities, notably the Inland Revenue Board (LHDN) and the Companies Commission of Malaysia (SSM). 

Here’s a detailed overview of the winding-up process:

:

  • : The LLP must be dormant, meaning it should not be carrying on any business or operations. All bank accounts must be closed, and there should be no assets or liabilities remaining.

  • : Ensure that all debts, liabilities, and penalties under the LLP Act have been settled. This includes any outstanding tax obligations with LHDN.

  • : All relevant employee registrations (EPF, SOCSO, EIS) must be closed before proceeding with the application for winding up.

:

  • Submit the final tax return (Form PT and Form E) to LHDN and obtain a written notice (CP7(PT) Form) confirming that there are no objections to the dissolution of the LLP. This step is crucial as it ensures that all tax obligations have been fulfilled. (eSPC under MyTax). Update: due to improvement for compliance, will need to complete No 5 below first before can submit eSPC in MyTax portal.



:

  • Send a notice regarding the proposed winding-up to all partners of the LLP. This should be done via registered post to ensure proper documentation. (subsection 50(4) LLPA2012)



:

  • A public notice must be published in widely circulated newspapers in both Malay and English to inform stakeholders about the winding-up process.

:

  • After completing the above steps, submit an application for declaration of dissolution to SSM. This application should include:

    • A statutory declaration confirming compliance with all requirements.

    • Copies of notices sent to partners and published in newspapers.

    • The written notice from LHDN indicating no objections.


            VW101 - Application For Declaration of Dissolution


:

  • If there are no objections received within a specified period, SSM will declare the LLP dissolved. If objections arise, they must be resolved before proceeding with dissolution.

Don't forget to "Close Tax File" after obtain VW107 from SSM (MyLLP portal).

The estimated cost for winding up an LLP typically ranges from RM4,500 to RM5,000 or more depending on the outstanding issue. This includes fees for government processing and newspaper advertisements

Conclusion

Winding up an LLP in Malaysia is a structured process that requires careful adherence to legal requirements and timely communication with regulatory bodies like LHDN and SSM. Ensuring all debts are settled and obtaining necessary clearances are critical steps before applying for dissolution. 
Click to WhatsApp AmazingCosec for winding up.

Citations:

  1. https://hoosecretarial.com/how-to-close-a-limited-liability-partnership-llp/
  2. https://www.hasil.gov.my/pdf/pdfam/GPO_3_2021.pdf
  3. https://www.3ecpa.com.my/services/start-a-llp/winding-up-of-llp-in-malaysia/
  4. https://www.ktp.com.my/blog/how-to-close-llp-in-malaysia/31mar2023
  5. https://wecorporate.com.my/guides/how-to-close-llp-in-malaysia/
  6. https://www.ssm.com.my/Pages/Register_Business_Company_LLP/LLP/Dissolution-of-LLP-Partnership.aspx
  7. https://www.ssm.com.my/Pages/Legal_Framework/PDF%20Tab%205/Guidelines%20on%20LLP%20Voluntary%20Winding%20Up%20(Revised%20on%2007012015)_0.pdf
  8. https://www.hasil.gov.my/media/forms/upload/form_54f4aa03-2b84-4dc6-ab29-7954a9d67d5e/3edb5c01-3c14-4203-a54d-f34733cdc504/explanatorynotes_pt2023_2.pdf
  9. https://wecorporate.com.my/wp-content/uploads/2020/06/closing-malaysia-llp-via-voluntary-winding-up.jpg?sa=X&ved=2ahUKEwixg9O7o9mLAxXzh1YBHWgdO14Q_B16BAgAEAI
  10. https://www.hasil.gov.my/pdf/pdfam/ExplanatoryNotes_PT2020_2.pdf
  11. https://tjhgroup.com.my/winding-up-of-limited-liability-partnership-llp/
  12. https://www.hasil.gov.my/media/forms/upload/form_54f4aa03-2b84-4dc6-ab29-7954a9d67d5e/5e484d7a-962c-437f-ab8c-8ebbe4201760/samplerf_pt2022_2.pdf
  13. https://wecorporate.com.my/wp-content/uploads/2020/06/closing-malaysia-llp-via-voluntary-winding-up.jpg?sa=X&ved=2ahUKEwjtvdW7o9mLAxUzODQIHe2SOQcQ_B16BAgKEAI
  14. https://www.ssm.com.my/Documents/Manual/WINDING-UP-BY-COURT.pdf
  15. https://forum.lowyat.net/topic/5001645
  16. https://www.ssm.com.my/Pages/Publication/Booklet/document/LLP_bkengLS_update.PDF
  17. http://lampiran1.hasil.gov.my/pdf/pdfam/GarisPanduanOperasi_Bil_3_2016_2.pdf
  18. https://www.ssm.com.my/bm/Pages/Training_Academy/closing_of_companies_limited_liability_partnerships.pdf
  19. https://www.ssm.com.my/Documents/Manual/VOLUNTARY-WINDING-UP.pdf

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