Statute Details
- Title: Limited Liability Partnerships (Striking Off) Regulations 2015
- Act Code: LLPA2005-S843-2015
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Limited Liability Partnerships Act (Cap. 163A) (“LLP Act”)
- Enacting Authority: Minister for Finance
- Enacting Formula: Made pursuant to section 56 of the LLP Act
- Commencement: 3 January 2016
- Regulation Number: S 843/2015
- Status: Current version as at 27 March 2026
- Key Provisions (Regulations): Regulations 1–6
- Key LLP Act Sections Cross-Referenced: Sections 38A, 38C, 38D (and section 41 for electronic transactions)
What Is This Legislation About?
The Limited Liability Partnerships (Striking Off) Regulations 2015 (“Striking Off Regulations”) set out the procedural and substantive framework for removing (striking off) a limited liability partnership’s (“LLP’s”) name from the register. In practical terms, the Regulations operationalise parts of the LLP Act that allow the Registrar to strike off an LLP where it is effectively dormant or no longer operating.
While the LLP Act provides the broad legal powers—such as when an LLP may be struck off, how objections can be made, and when administrative restoration may be sought—the Regulations fill in the details that lawyers and LLPs need to comply with. This includes: (i) the grounds and conditions for striking off; (ii) the time period for an LLP or interested person to show cause; (iii) the form of objection notice; (iv) what factors the Registrar must consider when deciding whether to allow an objection; and (v) the conditions that must be met before an LLP can apply for administrative restoration after being struck off.
Overall, the Regulations aim to balance two competing policy goals: maintaining the accuracy and integrity of the LLP register, and ensuring that LLPs (and potentially other stakeholders) have a fair opportunity to respond before an LLP is removed or to seek restoration if the LLP was wrongly or prematurely struck off.
What Are the Key Provisions?
1. Citation and commencement (Regulation 1). The Regulations may be cited as the Limited Liability Partnerships (Striking Off) Regulations 2015 and come into operation on 3 January 2016. For practitioners, this matters when assessing timelines for notices, objections, and restoration applications in relation to events occurring after commencement.
2. Grounds and conditions for striking off (Regulation 2). Regulation 2 is the core substantive provision. It states that, for the purposes of section 38A(1) of the LLP Act, it sets out the grounds and conditions on which the Registrar may strike off an LLP’s name on the application of the LLP. The grounds are limited and objective:
- No business / no operation: the LLP “has not started to carry on business or begin operation”; or
- Ceased business / ceased operation: the LLP “has ceased to carry on business or operate”.
However, the Registrar’s power is not automatic. Regulation 2(3) imposes conditions that must be satisfied before striking off can proceed. Specifically, the LLP must not be entangled in legal or regulatory matters and must have no economic or contingent exposure. The conditions are:
- No ongoing or pending proceedings (civil or criminal) before a court, whether in Singapore or elsewhere.
- No assets or contingent assets and no liabilities or contingent liabilities.
- No ongoing or pending regulatory action or disciplinary proceeding.
Regulation 2(4) further defines key terms used to apply these conditions. Notably, “disciplinary proceeding” is tied to proceedings that a professional body may take under written law against a member of a profession for professional misconduct. “Regulatory action” is defined broadly to include actions by a regulator for breach of conditions of licence, registration, permit, permission, approval, consent, or other authorisation. These definitions are important because they clarify that the Registrar will look beyond court litigation to include professional discipline and regulatory supervision.
3. Prescribed period to show cause (Regulation 3). If the Registrar intends to strike off an LLP’s name, the LLP (or a relevant person) must be given an opportunity to respond. Regulation 3 prescribes the time period for showing cause under section 38A(4)(b) of the LLP Act: a person has 60 days after the date of notice to show cause why the Registrar should not exercise the striking-off power.
Crucially, Regulation 3(2) clarifies what “date of notice” means. It is the date on which notice of the Registrar’s intention is first published in the Gazette under section 38A(4) of the LLP Act. For practitioners, this means that the clock runs from Gazette publication, not from internal communications or earlier drafts. Evidence of the Gazette publication date will often be central in disputes about timeliness.
4. Form of notice of objection (Regulation 4). Regulation 4 addresses the procedural mechanics of objections. For the purposes of section 38C(2) of the LLP Act, the form of a notice of objection is the one provided on the electronic transaction system referred to in section 41 of the LLP Act, or such other form as the Registrar may accept.
This provision is practical and compliance-focused: it indicates that objections are expected to be filed through the designated electronic platform. Lawyers should therefore ensure that the objection is submitted using the correct system and in the prescribed format, and should retain system confirmations and supporting documents.
5. Considerations when deciding whether to allow an objection (Regulation 5). If an objection is lodged, Regulation 5 mandates what the Registrar must consider under section 38C(3)(b) of the LLP Act. The Registrar must take into account:
- Reasons submitted for the objection;
- Supporting documents and information submitted with the objection; and
- Any other documents or information submitted after the Registrar’s request.
This is significant because it frames the objection process as evidence-driven. In practice, an effective objection will be supported by documentary material addressing the statutory conditions for striking off (for example, whether the LLP has assets, liabilities, pending proceedings, or regulatory/disciplinary exposure). It also suggests that the Registrar may request further information, and the LLP should respond promptly and comprehensively.
6. Conditions for administrative restoration (Regulation 6). After an LLP has been struck off, it may seek administrative restoration under section 38D(1) of the LLP Act. Regulation 6(1) sets strict conditions that must all be satisfied before an application can be made (or before restoration can be allowed). The conditions are:
- Carrying on business or in operation at the time of striking off (Regulation 6(1)(a)).
- Official Receiver consent where property is vested in the Official Receiver under the Fifth Schedule (Regulation 6(1)(b)). The consent must be in writing.
- Documents lodged / undertaking given to lodge all documents necessary to bring Registrar records up to date (Regulation 6(1)(c)).
- Payment of outstanding fees/penalties or an undertaking acceptable to the Registrar to pay them (Regulation 6(1)(d)). The fees/penalties are those payable by the LLP, its former partners, and its former managers, or any of them, at the time of striking off.
Regulation 6(2) clarifies that “time of striking off” means the time at which the LLP’s name was struck off under section 38 of the LLP Act. This definition matters for assessing whether the LLP was actually operating at the relevant time and for aligning evidence to the correct date/time.
How Is This Legislation Structured?
The Striking Off Regulations are concise and structured as a six-regulation instrument:
- Regulation 1 provides citation and commencement.
- Regulation 2 sets out the grounds and conditions for striking off on the LLP’s application, including definitions of key terms.
- Regulation 3 prescribes the 60-day show-cause period and clarifies that it runs from Gazette publication.
- Regulation 4 specifies the form of objection notice (electronic transaction system or Registrar-accepted alternative).
- Regulation 5 lists the factors the Registrar must consider when deciding whether to allow an objection.
- Regulation 6 establishes the conditions for administrative restoration after striking off, including Official Receiver consent, record-updating documents, and payment/undertakings for fees and penalties.
Who Does This Legislation Apply To?
The Regulations apply primarily to limited liability partnerships and to the Registrar administering the LLP register under the LLP Act. They also affect any person entitled to show cause within the prescribed period after Gazette notice, and any party who may lodge an objection to striking off under the LLP Act.
In terms of practical impact, the Regulations are most relevant to LLPs that are dormant, winding down, or seeking to regularise their status by requesting striking off. They are also relevant to LLPs that have been struck off and wish to pursue administrative restoration, particularly where there are assets vested in the Official Receiver, outstanding compliance documents, or unpaid fees/penalties.
Why Is This Legislation Important?
For practitioners, the Striking Off Regulations are important because they convert statutory concepts into operational requirements. The Registrar’s ability to strike off an LLP depends not only on the LLP’s application and the general statutory framework, but also on the strict conditions in Regulation 2—particularly the requirement that the LLP has no assets/contingent assets, no liabilities/contingent liabilities, and no ongoing proceedings or regulatory/disciplinary exposure.
The Regulations also provide clear procedural timelines and evidence expectations. The 60-day show-cause period (Regulation 3) and the requirement to use the electronic transaction system for objection notices (Regulation 4) are common points where procedural missteps can undermine an LLP’s ability to prevent striking off. Regulation 5 further emphasises that objections must be reasoned and supported by documents, and that the Registrar may request additional information.
Finally, Regulation 6 is crucial for restoration strategy. Administrative restoration is not simply a “request to reverse the strike-off”; it is conditional. Lawyers must assess whether the LLP was actually operating at the time of striking off, whether Official Receiver consent is required, whether records can be brought up to date, and whether outstanding fees/penalties have been paid or can be covered by acceptable undertakings. These requirements directly affect the feasibility, timing, and cost of restoration applications.
Related Legislation
- Limited Liability Partnerships Act (Cap. 163A) — in particular sections 38A (striking off), 38C (objection), 38D (administrative restoration), 41 (electronic transaction system), and section 56 (power to make regulations).
- Limited Liability Partnerships Act — Timeline / Legislation Timeline (for version control and amendments).
Source Documents
This article provides an overview of the Limited Liability Partnerships (Striking Off) Regulations 2015 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.