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 How to quickly dissolve a partnership in an LLP wh

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TSTonysan
post May 30 2024, 10:06 AM, updated 2y ago

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Hi,

I would like to get advice on the scenario of "dissolving a partnership in an LLP when my partner does not allow it."

What I read from SSM is that we need to log in to the website and go to "terminate partnership" with the agreement of all partners. Unfortunately, some partners are not responding, and it seems unlikely that we will all agree to settle it on the website.

I appreciate your advice.
MUM
post May 30 2024, 10:19 AM

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Googled and found this, hope it can provides you with some info while you wait for responses.

"​​​​​Dissolution of Limited Liability Partnership​
Section 50 of the Limited Liability Partnership (LLP) Act 2012 shall apply to a voluntary winding-up of a Limited Liability Partnership.
S.51 of the LLP Act 2012 Power of Registrar to strike-off limited liability partnerships from the register is reserved for the Registrar.
There is no guideline issued for application to strike-off LLP. Thus, no application is allowed under this provision."

More detailed info here, ...
https://www.ssm.com.my/Pages/Register_Busin...artnership.aspx

LLP Dissolution In Malaysia: A Comprehensive Guide
https://lpplaw.my/insights/e-articles/llp-d...ehensive-guide/

https://www.bestar-my.com/post/dissolution-...ity-partnership


This post has been edited by MUM: May 30 2024, 10:27 AM
matrix88
post May 30 2024, 10:29 AM

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why dont you invite all the partners to discuss first, and offer them to buy your share?
TSTonysan
post May 30 2024, 10:31 AM

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QUOTE(MUM @ May 30 2024, 10:19 AM)
Googled and found this, hope it can provides you with some info while you wait for responses.

"​​​​​Dissolution of Limited Liability Partnership​
Section 50 of the Limited Liability Partnership (LLP) Act 2012 shall apply to a voluntary winding-up of a Limited Liability Partnership.
S.51 of the LLP Act 2012 Power of Registrar to strike-off limited liability partnerships from the register is reserved for the Registrar.
There is no guideline issued for application to strike-off LLP. Thus, no application is allowed under this provision."

More detailed info here, ...
https://www.ssm.com.my/Pages/Register_Busin...artnership.aspx

LLP Dissolution In Malaysia: A Comprehensive Guide
https://lpplaw.my/insights/e-articles/llp-d...ehensive-guide/
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TQ MUM

but how about if i dont want to dissolve the LLP, i just want to quit my partnership

what can i do?
TSTonysan
post May 30 2024, 10:45 AM

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QUOTE(matrix88 @ May 30 2024, 10:29 AM)
why dont you invite all the partners to discuss first, and offer them to buy your share?
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Unfortunately, the relationship has become tense.

seem like the any issue will be deliberately escalate it instead of being solved peacefully
MUM
post May 30 2024, 11:00 AM

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QUOTE(Tonysan @ May 30 2024, 10:31 AM)
TQ MUM

but how about if i dont want to dissolve the LLP, i just want to quit my partnership

what can i do?
*
Is there any legal liabilities or loans that are still outstanding?

BTW, do you hv an llp agreement set up when forming that llp?
If yes, any mention of this situation where if 1 partner wish to leave?

This post has been edited by MUM: May 30 2024, 11:04 AM
Avangelice
post May 30 2024, 03:56 PM

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I own an LLP.

Your partner aka compliance officer needs to find someone to replace you or else the llp will be dissolved.

This supercedes anything else. Find someone else first then talk about leaving since u said u don't want to dissolve the llp.

TSTonysan
post Jun 4 2024, 10:15 AM

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QUOTE(MUM @ May 30 2024, 11:00 AM)
Is there any legal liabilities or loans that are still outstanding?

BTW, do you hv an llp agreement set up when forming that llp?
If yes, any mention of this situation where if 1 partner wish to leave?
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tq mum for reply

Unfortunately, I didn't see any agreement about what to do when leaving the partnership when I joined his LLP. Everything was run based on "talk and trust." I only saw my name in the SSM particulars form.
TSTonysan
post Jun 4 2024, 10:17 AM

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QUOTE(Avangelice @ May 30 2024, 03:56 PM)
I own an LLP.

Your partner aka compliance officer needs to find someone to replace you or else the llp will be dissolved.

This supercedes anything else. Find someone else first then talk about leaving since u said u don't want to dissolve the llp.
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tq avangelice for ur reply
yup..aware of this.. either he have 1 year time to find another partner, or change the company to sole proprietor
Avangelice
post Jun 4 2024, 10:29 AM

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QUOTE(Tonysan @ Jun 4 2024, 10:15 AM)
tq mum for reply

Unfortunately, I didn't see any agreement about what to do when leaving the partnership when I joined his LLP. Everything was run based on "talk and trust." I only saw my name in the SSM particulars form.
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There's a place in the forms in myllp that states shareholding rights per partner. Like in my case I am holding 100% of the company and my wife is just a placeholder.

Did u provide any capital at all with the inception of th. Company
MUM
post Jun 4 2024, 10:58 AM

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QUOTE(Tonysan @ Jun 4 2024, 10:17 AM)
tq avangelice for ur reply
yup..aware of this.. either he have 1 year time to find another partner, or change the company to sole proprietor
*
But what if the other partners does not want to change it to sole proprietorship?

I think, If have outstanding legal liabilities or loans, difficult to change it or find a new partner that is willing to take over your part of the liabilities

This post has been edited by MUM: Jun 4 2024, 11:01 AM

 

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