Restriction on undischarged bankrupt being manager of limited liability partnership
Open ↗58.—(1) Any person who, being an undischarged bankrupt (whether adjudicated bankrupt by a court in Singapore or elsewhere), acts as manager of any limited liability partnership without the permission of the General Division of the High Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[40/2019]
[Act 25 of 2021 wef 01/04/2021]
(2) On an application by an undischarged bankrupt under subsection (1) to the General Division of the High Court or the Official Assignee, the General Division of the High Court or the Official Assignee (as the case may be) may refuse the application or approve the application subject to any conditions that the General Division of the High Court or the Official Assignee may impose.[40/2019]
(3) The permission of the General Division of the High Court for the purpose of this section is not to be given unless notice of intention to apply for permission has been served on the Official Assignee and the Official Assignee is heard on the application.[33
[40/2019]
[Act 25 of 2021 wef 01/04/2021]
Disqualification of unfit managers of insolvent limited liability partnerships
Open ↗59.—(1) The General Division of the High Court may —(a)
on the application of the Minister or the Official Receiver as provided for in subsection (11); and
(b)
on being satisfied as to the matters referred to in subsection (2),
make an order disqualifying a person specified in the order from being a manager of a limited liability partnership for a period specified in the order not exceeding 5 years from the date of the making of the order (called in this section a disqualification order).
[40/2019]
(2) The General Division of the High Court is to make a disqualification order under subsection (1) if it is satisfied that —(a)
the person against whom the order is sought has been given at least 14 days’ notice of the application for the order;
(b)
the person is or has been a manager of a limited liability partnership which has gone into liquidation (whether while the person was a manager or within 3 years of the person ceasing to be a manager of the limited liability partnership) and which was insolvent at the date of its liquidation; and
(c)
the person’s conduct as a manager of that limited liability partnership taken alone or taken together with the person’s conduct as a manager of any other limited liability partnership or a director of any other corporation makes the person unfit to be a manager of a limited liability partnership.[40/2019]
(3) If in the case of a person who is or has been a manager of a limited liability partnership which is —(a)
being wound up by the General Division of the High Court, it appears to the Official Receiver or to the liquidator, if the liquidator is not the Official Receiver; or
(b)
being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) and (c) are satisfied as respects that person, the Official Receiver or the liquidator (as the case may be) must immediately report the matter to the Minister.
[40/2019]
(4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a limited liability partnership to —(a)
provide the Minister with any information with respect to any person’s conduct as a manager of the limited liability partnership; and
(b)
produce and permit inspection of any books, papers and other records relevant to that person’s conduct as such a manager,
that the Minister may reasonably require for the purpose of exercising or determining whether to exercise any of the Minister’s functions under this section.
(5) If any person fails to comply with any requirement under subsection (4), the General Division of the High Court may, on the Minister’s application, make an order requiring that person to make good the default within the time specified in the order.[40/2019]
(6) For the purposes of this section —(a)
the date of liquidation of a limited liability partnership is —(i)
if the limited liability partnership is wound up by the General Division of the High Court, the date of the filing of the winding up application;
(ii)
where a provisional liquidator is appointed under paragraph 37 of the Fifth Schedule, the date the declaration made under that paragraph is lodged with the Registrar; and
(iii)
in any other case, the date of the passing of the resolution for winding up;
(b)
a limited liability partnership is taken to be insolvent if it is unable to pay its debts, within the meaning of that expression in paragraph 3(2) of the Fifth Schedule; and
(c)
references to a person’s conduct as a manager of any limited liability partnership or director of any corporation include, where any of those entities have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that entity.[40/2019]
(7) In deciding whether a person’s conduct as a manager of any particular limited liability partnership makes the person unfit to be a manager of a limited liability partnership as is mentioned in subsection (2)(c), the General Division of the High Court, in relation to the person’s conduct as a manager of that limited liability partnership, is to have regard —(a)
generally to the matters mentioned in subsection (8); and
(b)
in particular, to the matters mentioned in subsection (9),
even though the manager has not been convicted or may not be criminally liable in respect of any of these matters.
[40/2019]
(8) The matters mentioned in subsection (7)(a) to which the General Division of the High Court is to have regard generally are —(a)
whether there has been any misfeasance or breach of any fiduciary or other duty by the manager in relation to the limited liability partnership;
(b)
whether there has been any misapplication or retention by the manager of, or any conduct by the manager giving rise to an obligation to account for, any money or other property of the limited liability partnership; and
(c)
the extent of the manager’s responsibility for any failure by the limited liability partnership to comply with any provision of this Act.[40/2019]
(9) The matters mentioned in subsection (7)(b) to which the General Division of the High Court is to have regard in particular are —(a)
the extent of the manager’s responsibility for the causes of the limited liability partnership becoming insolvent;
(b)
the extent of the manager’s responsibility for any failure by the limited liability partnership to supply any goods or services which have been paid for (in whole or in part);
(c)
the extent of the manager’s responsibility for the limited liability partnership entering into any transaction liable to be set aside under paragraph 8(1) of the Fifth Schedule; and
(d)
whether the causes of the limited liability partnership becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.[40/2019]
(10) The Minister may, by order in the Gazette, add to, vary or amend the matters mentioned in subsection (8) or (9) and that order may contain any transitional provisions that appear to the Minister to be necessary or expedient.
(11) In the case of a person who is or has been a manager of a limited liability partnership which has gone into liquidation and is being wound up by the General Division of the High Court, an application under this section must be made by the Official Receiver but in any other case an application must be made by the Minister.[40/2019]
(12) On a hearing of an application under this section —(a)
the Minister or the Official Receiver (as the case may be) must appear and call the attention of the General Division of the High Court to any matter which appears to him or her to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
(b)
the person against whom an order is sought may appear and personally give evidence or call witnesses.[40/2019]
(13) A person who acts as receiver or receiver and manager is not liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as receiver or receiver and manager, as the case may be.
(14) Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the General Division of the High Court to be a manager of a limited liability partnership.[40/2019]
[Act 25 of 2021 wef 01/04/2021]
(15) On the hearing of an application made under subsection (14), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call the attention of the General Division of the High Court to any matter which appears to him or her to be relevant to the application and may himself or herself give evidence or call witnesses.[40/2019]
(16) Any person who contravenes a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[34
Disqualification of managers of limited liability partnerships wound up on grounds of national security or interest
Open ↗60.—(1) Subject to subsections (2) and (3), where a limited liability partnership is ordered to be wound up by the General Division of the High Court under paragraph 3(1)(f) of the Fifth Schedule on the ground that it is being used for purposes against national security or interest, the General Division of the High Court may, on the application of the Minister, make an order (called in this section a disqualification order) disqualifying any person who is a manager of that limited liability partnership from being a manager of any limited liability partnership for a period of 3 years from the date of the making of the winding up order.[40/2019]
(2) A disqualification order is not to be made by the General Division of the High Court against any person under subsection (1) unless the General Division of the High Court is satisfied that the person against whom the order is sought has been given at least 14 days’ notice of the Minister’s application for the order.[40/2019]
(3) A disqualification order is not to be made by the General Division of the High Court against any person under subsection (1) if the person proves to the satisfaction of the General Division of the High Court that —(a)
the limited liability partnership had been used for purposes against national security or interest without the person’s consent or connivance; and
(b)
the person had exercised such diligence to prevent the limited liability partnership from being so used as the person ought to have exercised having regard to the nature of the person’s function in that capacity and to all the circumstances.[40/2019]
(4) Any person who contravenes a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[35
Disqualification to act as manager on conviction for certain offences
Open ↗61.—(1) Where a person is convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, the person is subject to the disqualifications provided in subsection (3).
(2) Where a person is convicted in Singapore of —(a)
any offence in connection with the formation or management of a limited liability partnership; or
(b)
any offence under paragraph 93 of the Fifth Schedule,
the court may make a disqualification order in addition to any other sentence imposed.
[35/2014]
(3) Subject to any permission which the General Division of the High Court may give pursuant to an application under subsection (5), a person who —(a)
is disqualified under subsection (1); or
(b)
has had a disqualification order made against the person under subsection (2),
must not act as a manager of a limited liability partnership during the period of the disqualification or disqualification order.
[35/2014; 40/2019]
[Act 25 of 2021 wef 01/04/2021]
(4) Where a disqualified person —(a)
has not been sentenced to imprisonment, the disqualifications in subsection (3) take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2);
(b)
has been sentenced to imprisonment, the disqualifications in subsection (3) take effect upon conviction and continue for a period of 5 years after his or her release from prison.
(5) A person who —(a)
is disqualified under subsection (1); or
(b)
has had a disqualification order made against the person under subsection (2),
may apply to the General Division of the High Court for permission to act as a manager of a limited liability partnership during the period of the disqualification or disqualification order, upon giving the Minister at least 14 days’ notice of the person’s intention to apply for such permission.
[35/2014; 40/2019]
[Act 25 of 2021 wef 01/04/2021]
(6) On the hearing of any application under subsection (5), the Minister may be represented at the hearing and may oppose the granting of the application.[35/2014]
(7) A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[35/2014]
(8) Without affecting section 87, a District Court may make a disqualification order under this section.[36
Disqualification under Companies Act 1967
Open ↗62.—(1) Subject to any permission which the General Division of the High Court may give pursuant to an application under subsection (2), a person who is subject to a disqualification or disqualification order under section 149, 149A or 154 of the Companies Act 1967 must not act as manager of a limited liability partnership during the period of the disqualification or disqualification order.[35/2014; 40/2019]
[Act 25 of 2021 wef 01/04/2021]
(2) A person who is subject to a disqualification or disqualification order under section 149 or 154 of the Companies Act 1967 may apply to the General Division of the High Court for permission to act as a manager of a limited liability partnership during the period of the disqualification or disqualification order, upon giving the Minister at least 14 days’ notice of the person’s intention to apply for such permission.[35/2014; 40/2019]
[Act 25 of 2021 wef 01/04/2021]
(3) On the hearing of any application under subsection (2), the Minister may be represented at the hearing and may oppose the granting of the application.[35/2014]
(4) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[37
Power of Registrar to strike defunct limited liability partnership off register
Open ↗63.—(1) Where the Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or is not in operation, the Registrar may send to the limited liability partnership and its managers and partners a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the limited liability partnership off the register.[35/2014]
(2) Unless the Registrar receives an answer within 30 days after the date of the letter to the effect that the limited liability partnership is carrying on business or is in operation, the Registrar may publish in the Gazette and send to the limited liability partnership by registered post a notice that at the expiry of 60 days after the date of that notice the name of the limited liability partnership mentioned in the notice will, unless cause is shown to the contrary in the form and manner specified in section 66, be struck off the register and the limited liability partnership will be dissolved.[35/2014]
(3) If in any case where a limited liability partnership is being wound up the Registrar has reasonable cause to believe that —(a)
no liquidator is acting;
(b)
the affairs of the limited liability partnership are fully wound up and, for a period of 6 months, the liquidator has been in default in lodging any return required to be made by the liquidator; or
(c)
the affairs of the limited liability partnership have been fully wound up under Part 2 of the Fifth Schedule and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the General Division of the High Court dissolving the limited liability partnership,
the Registrar may publish in the Gazette and send to the limited liability partnership or the liquidator (if any) a notice to the same effect as that mentioned in subsection (2).
[40/2019]
(4) At the expiry of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the limited liability partnership off the register, and must publish notice thereof in the Gazette.
(5) On the publication in the Gazette of the notice mentioned in subsection (4), the limited liability partnership is dissolved; but —(a)
the liability (if any) of every officer and partner of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved; and
(b)
nothing in this subsection affects the power of the General Division of the High Court to wind up a limited liability partnership the name of which has been struck off the register.[40/2019]
(6) If any person feels aggrieved by the name of the limited liability partnership having been struck off the register, the General Division of the High Court, on an application made by the person at any time within 6 years after the striking off, may order the name of the limited liability partnership to be restored to the register if the General Division of the High Court is satisfied that —(a)
the limited liability partnership was, at the time of the striking off, carrying on business or in operation; or
(b)
it is just, that the name of the limited liability partnership be restored to the register.[35/2014; 40/2019]
(7) Upon a copy of the order referred to in subsection (6) being lodged with the Registrar, the limited liability partnership is deemed to have continued in existence as if its name had not been struck off, and the General Division of the High Court may by the order give such directions and make such provisions as seem just for placing the limited liability partnership and all other persons in the same position as nearly as may be as if the name of the limited liability partnership had not been struck off.[40/2019]
(8) A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s last known place of business, and a letter or notice to be sent under this section to a limited liability partnership may be addressed to the limited liability partnership at its registered office or, if no office has been registered, to the care of any officer of the limited liability partnership.
(9) The Registrar must ensure that —(a)
such particulars of the limited liability partnership mentioned in subsection (1) and of his or her belief that the limited liability partnership is not carrying on business or is not in operation, as he or she may determine, is sent to —(i)
the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and
(ii)
the Central Provident Fund Board established under the Central Provident Fund Act 1953; and
(b)
the substance of the notices to be published in the Gazette under subsections (2), (3) and (4) is also published on the Authority’s website.[35/2014]
(10) The provisions of the Fifth Schedule relating to —(a)
the dissolution of a limited liability partnership apply to a limited liability partnership struck off the register under this section; and
(b)
the remedies against the property of a limited liability partnership and the priorities of debts bind the Government.[38
Striking off on application by limited liability partnership
Open ↗64.—(1) The Registrar may, on the application by a limited liability partnership, strike the limited liability partnership’s name off the register on such grounds and subject to such conditions as may be prescribed.[35/2014]
(2) An application under subsection (1) is to be made on the limited liability partnership’s behalf by its partners or by a majority of them.[35/2014]
(3) Upon receipt of the application, the Registrar must, if satisfied that the grounds and conditions (if any) mentioned in subsection (1) are satisfied, send to the limited liability partnership and its partners and managers a letter informing them of the application and stating that if an answer showing cause to the contrary in the form and manner specified in section 66 is not received within 30 days after the date of the letter, a notice, details of which are set out in subsection (4), will be published in the Gazette with a view to striking the name of the limited liability partnership off the register.[35/2014]
(4) The Registrar may not strike a limited liability partnership’s name off the register under this section until after the expiry of 60 days after the publication by the Registrar in the Gazette of a notice —(a)
stating that the Registrar intends to exercise the power under this section in relation to the limited liability partnership; and
(b)
inviting any person to show cause why that should not be done within such period as may be prescribed.[35/2014]
(5) If no person shows cause or sufficient cause within the period mentioned in subsection (4)(b) as to why the name of the limited liability partnership should not be struck off the register, the Registrar must strike off the name of the limited liability partnership from the register and publish a notice in the Gazette of the limited liability partnership’s name having been so struck off.[35/2014]
(6) On the publication of the notice in the Gazette under subsection (5), the limited liability partnership is dissolved.[35/2014]
(7) Despite the dissolution of the limited liability partnership under subsection (6) —(a)
the liability (if any) of every officer and partner of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved; and
(b)
nothing in this section affects the power of the General Division of the High Court to wind up a limited liability partnership the name of which has been struck off the register.[35/2014; 40/2019]
(8) The Registrar must ensure that —(a)
such particulars of the limited liability partnership and of the application mentioned in subsection (1), as he or she may determine, is sent to —(i)
the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and
(ii)
the Central Provident Fund Board established under the Central Provident Fund Act 1953; and
(b)
the substance of the notices to be published in the Gazette under subsections (4) and (5) is also published on the Authority’s website.[35/2014]
(9) The Registrar may, for the purposes of this section, send notices to the limited liability partnership by ordinary post or in any other prescribed manner.[38A
[35/2014]
Withdrawal of application
Open ↗65.—(1) The applicant or applicants may, by written notice to the Registrar, withdraw an application to strike a limited liability partnership’s name off the register under section 64 at any time before the limited liability partnership’s name is struck off the register.[35/2014]
(2) Upon receipt of the notice mentioned in subsection (1), the Registrar must —(a)
send to the limited liability partnership by ordinary post a notice that the application to strike the limited liability partnership’s name off the register has been withdrawn; and
(b)
publish a notice on the Authority’s website that the application to strike the limited liability partnership’s name off the register has been withdrawn.[38B
[35/2014]
Objections to striking off
Open ↗66.—(1) Where a notice is given or published by the Registrar under section 63(2) or 64(4) of the Registrar’s intention to strike the limited liability partnership’s name off the register, any person may deliver, not later than the date specified in the notice, an objection to the striking off on the ground that there is reasonable cause why the name of the limited liability partnership should not be so struck off, including that the limited liability partnership does not satisfy any of the prescribed grounds for striking off referred to in section 63(1) or 64(1).[35/2014]
(2) An objection to the striking off mentioned in subsection (1) must be given to the Registrar by notice in the prescribed form and manner.[35/2014]
(3) Upon receipt of a notice of objection, which is made in the prescribed form and manner, within the time referred to in subsection (1), the Registrar must —(a)
where applicable, give the applicant or applicants of an application for striking the name of the limited liability partnership off the register notice of the objection; and
(b)
in deciding whether to allow the objection, take into account such considerations as may be prescribed.[38C
[35/2014]
Application for administrative restoration to register
Open ↗67.—(1) Subject to such conditions as may be prescribed, an application may be made to the Registrar to restore to the register the name of a limited liability partnership whose name has been struck off the register by the Registrar under section 63, if no application has been or is being made to the General Division of the High Court to restore the name of the limited liability partnership to the register under section 63(6).[35/2014; 40/2019]
(2) An application under this section may be made whether or not the limited liability partnership has in consequence been dissolved.[35/2014]
(3) An application under this section may only be made by a former partner of the limited liability partnership.[35/2014]
(4) An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the limited liability partnership is dissolved.[38D
[35/2014]
Registrar’s decision on application for administrative restoration
Open ↗68.—(1) The Registrar must give notice to the applicant of the decision on an application under section 67.[35/2014]
(2) If the Registrar’s decision is that the name of the limited liability partnership should be restored to the register —(a)
the restoration takes effect as from the date that notice is sent; and
(b)
the Registrar must —(i)
enter in the register a note of the date on which the restoration takes effect; and
(ii)
cause notice of the restoration to be published in the Gazette and on the Authority’s website.[35/2014]
(3) The notice under subsection (2)(b)(ii) must state —(a)
the name of the limited liability partnership or, if the limited liability partnership is restored to the register under a different name, that name and its former name;
(b)
the limited liability partnership’s registration number; and
(c)
the date on which the restoration of the name of the limited liability partnership to the register takes effect.[35/2014]
(4) If the Registrar’s decision is that the name of the limited liability partnership should not be restored to the register, the person who made the application under section 67 or any other person aggrieved by the Registrar’s decision may appeal to the General Division of the High Court.[35/2014; 40/2019]
(5) On an appeal made under subsection (4), the General Division of the High Court may —(a)
confirm the Registrar’s decision; or
(b)
restore the name of the limited liability partnership to the register and give any directions and make any orders that the General Division of the High Court is empowered to give and make under section 70(3).[38E
[35/2014; 40/2019]
Registrar may restore limited liability partnership deregistered by mistake
Open ↗69.—(1) The Registrar may, on his or her own initiative, restore the name of a limited liability partnership to the register if he or she is satisfied that the name of the limited liability partnership has been struck off the register and the limited liability partnership is dissolved under section 63 or 64 as a result of a mistake of the Registrar.[35/2014]
(2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking the name of the limited liability partnership off the register under section 64.[35/2014]
(3) The Registrar may restore the name of a limited liability partnership to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.[38F
[35/2014]
Effect of restoration
Open ↗70.—(1) If the name of a limited liability partnership is restored to the register under section 68(2) or 69, or on appeal to the General Division of the High Court under section 68(5), the limited liability partnership is regarded as having continued in existence as if its name had not been struck off the register.[35/2014; 40/2019]
(2) The limited liability partnership is not liable to a penalty under section 30(5) for failing to lodge its annual declaration referred to in section 30(1) within the time or extended time referred to in section 30(3) and (4), if such time or extended time ended —(a)
after the date of dissolution or striking off; and
(b)
before the restoration of the name of the limited liability partnership to the register.[35/2014]
(3) On the application by any person, the General Division of the High Court may give any directions and make any orders that seem just for placing the limited liability partnership and all other persons in the same position (as nearly as may be) as if the limited liability partnership had not been dissolved or its name had not been struck off the register.[35/2014; 40/2019]
(4) An application to the General Division of the High Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the limited liability partnership to the register.[38G
[35/2014; 40/2019]
Retention of books and papers upon striking off
Open ↗71.—(1) Where the name of a limited liability partnership has been struck off and the limited liability partnership dissolved under section 63 or 64, a person who was a partner or manager of the limited liability partnership immediately before the limited liability partnership was dissolved must ensure that all books and papers of the limited liability partnership are retained for a period of at least 5 years after the date on which the limited liability partnership was dissolved.[16/2017]
(2) A person who breaches subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.[38H
[16/2017]
False representation as to registration as limited liability partnership
Open ↗72. If any person in any way holds out that a business is registered as a limited liability partnership under this Act, that person shall, unless at that time the business was duly registered as a limited liability partnership under this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[39
[35/2014]
Rectification by General Division of High Court
Open ↗73.—(1) Where it appears to the General Division of the High Court, as a result of evidence adduced before it by an applicant limited liability partnership, that any particular recorded in a register is erroneous or defective, the General Division of the High Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the General Division of the High Court just and expedient and that are specified in the order, and the Registrar must, upon receipt of the order, rectify the register accordingly.[35/2014; 40/2019]
(2) An order of the General Division of the High Court made under subsection (1) may require that a fresh document, showing the rectification, be filed by the applicant limited liability partnership with the Registrar, together with a copy of the order of the General Division of the High Court and a copy of the application to the General Division of the High Court.[40
[40/2019]
Rectification by Registrar on application
Open ↗74.—(1) Despite section 73, an officer of a limited liability partnership may lodge a notice with the Registrar of —(a)
any error contained in any document relating to the limited liability partnership filed or lodged with the Registrar; or
(b)
any error in the filing or lodgment of any document relating to the limited liability partnership with the Registrar.[35/2014]
(2) The Registrar may rectify the register on receiving any notice mentioned in subsection (1) and if satisfied that —(a)
the error mentioned in subsection (1)(a) is typographical or clerical in nature; or
(b)
the error mentioned in subsection (1)(b) is, in the Registrar’s opinion, unintended and does not prejudice any person.[35/2014]
(3) In rectifying the register under subsection (2), the Registrar must not expunge any document from the register.[35/2014]
(4) The decision made by the Registrar on whether to rectify the register under subsection (2) is final.[40A
[35/2014]
Rectification or updating on Registrar’s initiative
Open ↗75.—(1) The Registrar may rectify or update any particulars or document contained in a register, if the Registrar is satisfied that —(a)
there is a defect or an error in the particulars or document arising from any grammatical, typographical or similar mistake; or
(b)
there is evidence of a conflict between the particulars of a limited liability partnership or person and —(i)
other information in the register relating to that limited liability partnership or person; or
(ii)
other information relating to that limited liability partnership or person obtained from such department or Ministry of the Government, or statutory body or other body corporate as may be prescribed.[35/2014]
(2) Before the Registrar rectifies or updates the register under subsection (1), the Registrar must, except under prescribed circumstances, give written notice to the limited liability partnership or person whose documents or particulars are to be rectified or updated of the Registrar’s intention to do so, and state in the notice —(a)
the reasons for and details of the proposed rectification or updating to be made to the register; and
(b)
the date by which any written objection to the proposed rectification or updating must be delivered to the Registrar, being a date at least 30 days after the date of the notice.[35/2014]
(3) The limited liability partnership or person notified under subsection (2) may deliver to the Registrar, not later than the date specified under subsection (2)(b), a written objection to the proposed rectification or updating of the register.[35/2014]
(4) The Registrar must not rectify or update the register if the Registrar receives a written objection under subsection (3) to the proposed rectification or updating by the date specified under subsection (2)(b), unless the Registrar is satisfied that the objection is frivolous or vexatious or has been withdrawn.[35/2014]
(5) The Registrar may rectify or update the register if the Registrar does not receive a written objection under subsection (3) by the date specified under subsection (2)(b).[35/2014]
(6) The Registrar may include any notation that the Registrar thinks fit in the register for the purposes of providing information relating to any error or defect in any particulars or document in the register, and may remove the notation if the Registrar is satisfied that it no longer serves any useful purpose.[35/2014]
(7) Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error or defect in any particulars or document in the register, by written notice, request that the limited liability partnership to which the particulars or document relates, its partners or its officers take such steps within such time as the Registrar may specify to ensure that the error or defect is rectified.[40B
[35/2014]
Electronic transaction system
Open ↗76.—(1) The Registrar may —(a)
require or permit any person to carry out any transaction with the Registrar under this Act; and
(b)
issue any approval, certificate, notice, determination or other document pursuant or connected to a transaction mentioned in paragraph (a),
using the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004.
[18/2014]
(2) In this section, “transaction”, in relation to the Registrar, means —(a)
the filing or lodging of any document with the Registrar, or the submission, production, delivery, provision or sending of any document to the Registrar;
(b)
any making of any application, submission or request to the Registrar;
(c)
any provision of any undertaking or declaration to the Registrar; and
(d)
any extraction, retrieval or accessing of any document, record or information maintained by the Registrar.[41
[18/2014]
Inspection
Open ↗77.—(1) The Registrar may authorise in writing any officer or employee of the Authority or any public officer to be an inspector for the purposes of this Act.
(2) For the purposes of ascertaining whether the provisions of this Act are being complied with, the Registrar or any inspector has power at all reasonable times to enter into any premises at which he or she has reason to believe any person is carrying on business and to make any examination and inquiry that may be necessary for those purposes.
(3) The Registrar and every inspector when exercising any power under this Act must declare his or her office and produce his or her written authority to any person affected by the exercise of that power.
(4) Any person who fails to comply with a request made by the Registrar or an inspector or resists or obstructs the Registrar or an inspector in the performance of his or her duties under this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
(5) It is not an offence for any person to refuse to comply with any request made by the Registrar or an inspector, or to resist or obstruct the Registrar or an inspector in the performance of any of his or her duties under this Act, if the Registrar or inspector fails to declare his or her office and to produce his or her written authority.[43
Power of Registrar to obtain further information
Open ↗78.—(1) In order to obtain such information as the Registrar may consider necessary for the purposes of carrying out the provisions of this Act, the Registrar may —(a)
require any past or present partner or manager of a limited liability partnership to answer any question in writing which the Registrar considers necessary to ask for the purposes specified in this subsection; or
(b)
summon that person to appear before him or her or an inspector or any other public officer whom the Registrar may designate to answer any such question orally.
(2) The Registrar may further require the person referred to in subsection (1) to make such further declaration or supply such further particulars as the Registrar may require.
(3) Any person who, without lawful excuse, fails to comply with any summons or requirement of the Registrar under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.[44
Penalty for providing false information to Registrar
Open ↗79. Any person who makes any statement or provides any information to the Registrar under the provisions of this Act which is false in any material particular or by reason of the omission of any material particular and which the person either knows or has reason to believe is false, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.[45
Composition of offences
Open ↗80.—(1) The Registrar may compound any offence under this Act that is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding one half of the amount of the maximum fine that is prescribed for the offence, or a sum not exceeding $5,000, whichever is lower.
(2) The Minister may make regulations to prescribe the offences that may be compounded.
(3) [Deleted by Act 24 of 2025 wef 06/05/2026]
Officers and inspectors deemed to be public servants
Open ↗81. All officers and inspectors appointed under this Act are deemed to be public servants for the purposes of the Penal Code 1871.[47
Destruction of old records
Open ↗82. The Registrar may destroy or give to the National Archives of Singapore any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form if in the Registrar’s opinion it is no longer necessary or desirable to retain the document.[48
Enforcement of duty to make returns
Open ↗83.—(1) If any person is in default in complying with —(a)
any provision of this Act or of any other law which requires the lodging or filing in any manner with the Registrar of any return, account or other document or the giving of notice to the Registrar of any matter;
(b)
any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document; or
(c)
any request of the Registrar under section 75(7) to rectify any error or defect in any particulars or document in the register,
and fails to make good the default within 14 days after the service on the person of a notice requiring it to be done, a District Court or Magistrate’s Court may, on application by the Registrar, make an order directing that person or (if that person is a corporation) any officer of the corporation to make good the default within the time specified in the order.
[35/2014]
(2) Any such order may provide that all the costs of and incidental to the application must be borne by that person, or by any officer of the corporation who is responsible for the default if that person is a corporation.
(3) Nothing in this section limits the operation of any other provision of this Act or any written law imposing penalties (in respect of any default mentioned in this section) on that person, or an officer of a corporation if that person is a corporation.[49
Offences by limited liability partnerships
Open ↗84. Where an offence under this Act committed by a limited liability partnership is proved —(a)
to have been committed with the consent or connivance of a partner or manager of that limited liability partnership; or
(b)
to be attributable to any neglect on the part of the partner or manager of that limited liability partnership,
the partner or manager of that limited liability partnership (as the case may be), as well as that limited liability partnership, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
[50
Offences by other bodies corporate and partnerships, etc.
Open ↗85.—(1) Where an offence under this Act committed by a body corporate (other than a limited liability partnership) is proved —(a)
to have been committed with the consent or connivance of an officer of that body corporate; or
(b)
to be attributable to any neglect on the part of the officer of that body corporate,
the officer of that body corporate, as well as that body corporate, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his or her functions of management as if the member were a director of the body corporate.
(3) Where an offence under this Act committed by a partnership (other than a limited liability partnership) is proved —(a)
to have been committed with the consent or connivance of a partner; or
(b)
to be attributable to any neglect on the part of the partner,
the partner, as well as the partnership, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(4) Where an offence under this Act committed by an unincorporated association (other than a partnership) is proved —(a)
to have been committed with the consent or connivance of an officer of the unincorporated association or a member of its governing body; or
(b)
to be attributable to any neglect on the part of the officer or member,
the officer or member (as the case may be), as well as the unincorporated association, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(5) In this section —“officer” —(a)
in relation to a body corporate means any director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body corporate and includes any person purporting to act in any such capacity; or
(b)
in relation to an unincorporated association (other than a partnership), means the president, the secretary, or any member of the committee of the unincorporated association, or any person holding a position analogous to that of president, secretary or member of a committee and includes any person purporting to act in any such capacity;
“partner” includes a person purporting to act as a partner.
(6) Regulations may provide for the application of any provision of this section, with any modifications that the Minister considers appropriate, to any body corporate or unincorporated association formed or recognised under the law of a territory outside Singapore.[51
Authority and its employees not liable to suit
Open ↗86.—(1) The Registrar, any public officer or any member, officer or employee of the Authority shall not be under any liability in respect of any error or inaccuracy in a register or in respect of any error or inaccuracy (whether in the copying or otherwise) in any certificate, certified extract, copy or other document made or issued under this Act and no court is to entertain any suit or other proceedings or damages in respect of any such matter.
(2) Despite anything to the contrary in any written law, the Authority shall not be under any liability or be liable to be sued in respect of any of the matters referred to in subsection (1).[52
Jurisdiction of District Court
Open ↗87. Despite any provision to the contrary in the Criminal Procedure Code 2010, a District Court has jurisdiction to try any offence under this Act and has power to impose the full penalty or punishment in respect of the offence.[53
Evidence
Open ↗88.—(1) Subject to subsection (3), a document or certificate issued by the Registrar in connection with the administration or enforcement of this Act or with an investigation carried out under this Act is admissible as evidence in any proceedings under this Act and is prima facie evidence of the facts stated therein.
(2) For the purposes of this section, a document purporting to be a certificate mentioned in subsection (1) on its production by the prosecution is, until the contrary is proved, deemed to be such a certificate.
(3) A certificate mentioned in subsection (1) must not be received in evidence under that subsection unless the person charged has been given —(a)
a copy of the certificate; and
(b)
notice of the intention of the prosecution to produce the certificate as evidence in the proceedings,
at least 10 clear days before the commencement of the proceedings.
(4) Where a certificate of the Registrar is admitted in evidence under subsection (1), the person charged may require the Registrar to be called as a witness for the prosecution and be cross‑examined as if he or she had given evidence of the matters stated in the certificate.[54
General penalties
Open ↗89. Any person guilty of an offence under this Act for which no penalty is expressly provided shall be liable on conviction to a fine not exceeding $10,000.[55
Regulations
Open ↗90.—(1) The Minister may make regulations for carrying out the purposes and provisions of this Act.
(2) Without limiting subsection (1), the Minister may make regulations for or with respect to all or any of the following matters:(a)
the registration and regulation of foreign limited liability partnerships;
(b)
the powers and duties of the Registrar;
(c)
the forms for the purposes of this Act, including the form of registers to be kept and the places at which the registers are to be kept;
(d)
the translation of documents and records required for the purposes of this Act, and the authentication and lodgment of any such translation;
(e)
all matters connected with or arising from the restrictions as to the business name which may be used by a limited liability partnership registered under this Act;
(f)
the fees to be charged in respect of anything done under or by virtue of this Act, and the method of payment of the fees;
(g)
the persons or classes of persons who are to be exempted from the payment of any fee or part of a fee;
(h)
the penalties for the late lodgment of documents;
(i)
the waiver, refund or remission, whether wholly or in part, of any fee or penalty chargeable under this Act;
(j)
prescribing all matters and things which are required or permitted to be prescribed otherwise than by rules, under or for the purposes of this Act.[35/2014]
(3) The Minister may, in making any regulations, provide that any contravention of, or failure or neglect to comply with, any provision of the regulations or any directive issued by the Registrar pursuant to the regulations shall be an offence punishable with a fine not exceeding $5,000 or with imprisonment for a term not exceeding 12 months or with both and, in the case of a continuing offence, with a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.
(4) In this section, “foreign limited liability partnership” means a partnership formed, registered or incorporated outside Singapore in which the liability of the partners is limited, and having such other features as may be prescribed by the Minister.[56
Rules
Open ↗91. The Rules Committee constituted under section 80 of the Supreme Court of Judicature Act 1969 may make rules —(a)
with respect to proceedings and the practice and procedure of the General Division of the High Court under this Act;
(b)
with respect to any matter or thing which is by the Fifth Schedule required or permitted to be prescribed by rules;
(c)
without limiting this section, with respect to fees and costs in the General Division of the High Court and with respect to rules as to meetings ordered by the General Division of the High Court; and
(d)
generally with respect to the winding up of limited liability partnerships.[57
[40/2019]
Criminal liability of partners and managers of limited liability partnerships under other written laws
Open ↗92.—(1) A culpable officer provision applies, with the necessary modifications, to a limited liability partnership as if the reference in that provision to a director (or a person purporting to act as a director) were a reference to a partner or manager (or a person purporting to act as a partner or manager, as the case may be) of the limited liability partnership.
(2) A culpable officer provision is a provision in any written law to the effect that where a body corporate, corporation or company is guilty of a particular offence, a director of the body corporate, corporation or company is also guilty of that offence in any one or more of the following circumstances:(a)
if the offence is proved to have been committed with his or her authority;
(b)
if the offence is proved to have been committed with his or her consent or connivance;
(c)
if the offence is proved to be attributable to or to have been facilitated by any neglect on his or her part;
(d)
if the offence is proved to be attributable to any act or default on his or her part;
(e)
if he or she fails to prove that the offence was committed without his or her consent or connivance, and that he or she had exercised such diligence to prevent the commission of the offence as he or she ought to have exercised having regard to the nature of his or her functions in that capacity and to all the circumstances.[58
Service of documents on limited liability partnerships under other written laws
Open ↗93. A provision in any written law for the service of notices, orders or documents on a body corporate, corporation or company applies, with the necessary modifications, to a limited liability partnership as it applies to the body corporate, corporation or company, and a reference in that provision to the secretary or other similar officer of the body corporate, corporation or company is a reference to the manager of the limited liability partnership.[59
Service of documents on partner and manager
Open ↗94. Any document required to be served under this Act on a partner or manager of a limited liability partnership, who is an individual, is sufficiently served if addressed to the partner or manager and left at or sent by post to his or her residential address or contact address.[59A
[35/2014]
[Act 21 of 2024 wef 09/12/2024]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
