Striking Off an LLP in Singapore: Every Step, and the Two Deadlines That Kill It

Striking off a Singapore LLP is free, filed entirely in Bizfile, and needs no supporting documents. What it needs is a truthful declaration that the LLP owns nothing, owes nothing and has nothing pending. From ACRA’s approval, allow at least three months.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

Two clocks decide whether it works. Partners have 14 days to endorse the application before it lapses. Then interested parties have 60 days from the first gazette to object. Miss the first and you start again. Trigger the second and you may not be able to reapply at all until the objection is cleared.

Striking off is the administrative route under Section 64 of the Limited Liability Partnerships Act 2005. It is the right answer for a dormant, clean LLP. It is the wrong answer for an LLP with debts, and the declaration you sign is the reason that distinction matters. If you are still deciding between routes, start with our overview of closing an LLP.

Does your LLP qualify?

ACRA will approve a striking off application if it is satisfied the LLP is not carrying on business and meets the criteria. Every one of the following must be true. Not most of them.

“Owns nothing and owes nothing” is where applications fail. It includes the forgotten corporate bank account with a few hundred dollars in it, the invoice from a supplier who stopped chasing, the equipment lease that was never formally terminated, and the claim nobody has made yet but everybody expects.

Applying without meeting the criteria is a false declaration to the Registrar, and it can be investigated and prosecuted. ACRA dispenses with supporting documents precisely because the declaration carries the weight.

Who can file, and what to do first

Partners of the LLP can file directly through Bizfile. Alternatively, a registered corporate service provider can file on the LLP’s behalf, provided it has confirmed that the majority of partners consent before submitting.

That difference matters more than it looks, and it is dealt with below under endorsement.

Before you open the eService, do these five things.

1. Clear the tax position and claim any tax credit. If the LLP is owed a credit when it is dissolved, that money is transferred to the Insolvency and Public Trustee’s Office. Partners can later approach the Insolvency Office to claim it, but there may be a processing fee and it is a great deal more work than claiming it while the LLP still exists.
2. Discharge and de-register any charge. A live entry in the charge register is a hard block.
3. Update the LLP’s registered office address and email. ACRA writes to the registered office, and to the partners’ and managers’ residential addresses, during the process. If those letters do not arrive, the striking off can fail and the LLP can revert to “Live” status. Fix the addresses before you apply.
4. Check the Bizfile inbox for court summonses and ACRA notices. An outstanding summons stops the application. Our guide to getting around Bizfile covers where the inbox sits.
5. Have the UEN and the cessation date ready. That is the entire information requirement.

Filing the application in Bizfile

You will need Corppass access to the LLP, or a filing agent who has it. If you have never set that up, see our note on logging in to Bizfile as a business user.

1. Log in to Bizfile and select Business User to authenticate through Corppass.
2. Check the entity shown in the top menu bar and on the dashboard. Confirm you are in the right entity before you do anything else. Filing agents acting for several clients should switch profile deliberately rather than trusting the default.
3. (Corporate service providers only) On the select profile page, choose the Corporate Service Provider tab, and pick the correct CSP firm if you belong to more than one.
4. Open Deregister on the top menu, select Limited liability partnership, then Apply to strike off business entity.
5. Click Start, then verify that the LLP shown is the one you intend to strike off.
6. Confirm that the LLP meets each of the striking off criteria, and enter the reason for striking off.
7. Submit. A Bizfile notification confirms the submission.

There is no fee. Approval is immediate where no endorsement is required, and takes up to 14 days where it is.

The 14-day endorsement clock

If the application was filed by a partner rather than by a CSP, the other position holders must endorse it in Bizfile. All of them, or a majority, depending on the LLP.

They have 14 days from the application date. If the endorsements are not in by then, the application lapses. Nothing is refunded because nothing was paid, but the time is gone and you file again from the start.

This is the single most common reason a straightforward LLP closure drags on for months. The partner who needs to endorse is travelling, or has changed email address, or ignores the Bizfile notification.

Two defences. Tell every partner in advance, by a channel they actually read, that an endorsement request is coming. And note that if a CSP files on your behalf, the endorsement step does not apply, because the CSP has already taken the partners’ consent. For LLPs with scattered partners, that alone is a reason to file through a CSP.

What happens after approval

Approval is the beginning of the process, not the end of it.

ACRA reviews and writes out

If ACRA approves, it may send a striking off letter to the LLP’s registered office and to the residential addresses of the partners and managers. Throughout this period the LLP remains “Live” and registered. It has not been struck off yet, and its statutory obligations continue to run.

First gazette, within 30 days

Where there are no objections, ACRA publishes the LLP’s name in the First Gazette Notification within 30 days of approval. The ACRA gazettes are public and searchable. Assume that creditors, banks and counterparties will see the entry.

The 60-day objection window

For 60 days, any interested party can object to the striking off. If ACRA accepts an objection, it notifies the LLP, which then has two months to resolve the issue. If it is not resolved in that time, the striking off application lapses, and the LLP cannot apply again until the objection has been formally cleared.

Final gazette

If no objection survives, ACRA publishes the LLP’s name and strike off date in the Final Gazette Notification. At that point the LLP has been removed from the register and no longer legally exists.

Withdrawing the application

You can withdraw a striking off application at any time through Bizfile, at no cost. Circumstances change: a buyer appears, a contract needs the entity alive for another quarter, or you discover a liability you had missed.

After the withdrawal is approved, ACRA publishes the LLP’s name in its list of entities that withdrew their striking off applications. Withdrawal is therefore also public: anyone monitoring the entity will see both the attempt and the retreat.

What goes wrong in practice

The application lapses on day 15 and nobody notices. Partners assume submission equals completion. Six months later a bank refuses to close an account because the entity is still live and has an outstanding annual declaration.

The registered address is out of date. ACRA’s striking off letters go to an office the LLP left two years ago. The strike off fails, the LLP returns to “Live” status, and the partners find out through an enforcement notice rather than a letter.

A supplier objects. The declaration said no debts. The payables ledger, which nobody opened, said otherwise. The objection is accepted, the LLP has two months to sort it out, and the application lapses when it does not. Reapplying requires the objection to be cleared first.

The partners treat “Live during the process” as dormant. Statutory obligations attach to a live entity. A pending striking off application is not a defence to a late annual declaration.

Books and records destroyed on dissolution. Section 71 of the Limited Liability Partnerships Act 2005 addresses the retention of books and papers after striking off. Do not clear the storeroom the day the final gazette appears.

Striking off used to shed a liability. Removal from the register is not immunity. Section 67 of the Limited Liability Partnerships Act 2005 provides for administrative restoration to the register, and Section 70 governs the effect of restoration. A creditor who discovers the position afterwards has a route back in.

Frequently asked questions

How much does it cost to strike off an LLP in Singapore?
The Bizfile application to strike off a business entity is free, and withdrawing it is free. The costs sit around the edges: clearing outstanding tax, discharging and de-registering a charge, closing bank accounts, catching up on late annual declarations, and professional fees if you engage a corporate service provider to run it.

How long does striking off an LLP take?
At least three months from ACRA’s approval. The sequence is approval, first gazette within 30 days, a 60-day objection window, then the final gazette. Add up to 14 days at the front if partner endorsement is needed, and considerably longer if an objection is accepted, since the LLP then has two months to resolve it.

What happens if one partner refuses to endorse the application?
The criteria require all partners, or a majority, to agree. If endorsements are not completed within 14 days of the application date, it lapses and you must file again. Where partners are scattered or unresponsive, filing through a corporate service provider avoids the Bizfile endorsement step entirely, because the CSP confirms the consents before submitting.

Can a struck off LLP be brought back?
Yes. The Limited Liability Partnerships Act 2005 provides for administrative restoration to the register under Section 67, with the effect of restoration dealt with in Section 70, and the Registrar can also restore an entity de-registered by mistake. Striking off is therefore not a way to make a genuine liability disappear.

Do we need to file the LLP’s annual declaration while striking off is pending?
Yes, unless the entity has already been removed. The LLP stays “Live” on ACRA’s register until the final gazette is published, and obligations attach to a live entity. Treating a pending application as the end of compliance is how partners collect penalties on the way out.

Should a partner file, or a corporate service provider?
A partner filing directly is fine where the partners are few, contactable and organised. A CSP is worth it where partners are overseas or unresponsive, because the CSP takes consent beforehand and the 14-day endorsement clock does not apply. CSPs must be registered, and must be satisfied that a majority of partners have consented.

Getting it filed once, not three times

Striking off an LLP is not difficult. It is just unforgiving about sequence. Clear the tax, discharge the charge, close the accounts, fix the addresses, warn the partners about the endorsement, then file. In that order it is a three-month administrative exercise. Out of order it is a year of lapsed applications.

Raffles Corporate Services files striking off applications for LLPs, partnerships and companies, including the untidy cases where declarations have lapsed and partners have scattered.

You can reach us through Raffles Corporate Services, or read more on Singapore corporate secretarial practice at Singapore Secretary Services.

— The Editorial Team, Raffles Corporate Services