Statute Details
- Title: Limited Liability Partnerships (Striking Off) Regulations 2015
- Act Code: LLPA2005-S843-2015
- Legislative Type: Subsidiary legislation (SL)
- Authorising Act: Limited Liability Partnerships Act (Chapter 163A)
- Enacting Authority: Minister for Finance
- Made Date: 21 December 2015
- Commencement: 3 January 2016
- Current Version Status: Current version as at 27 March 2026
- Key Purpose: Sets out procedural and substantive requirements for striking off a limited liability partnership (LLP) from the register, including show-cause timelines, objection mechanics, and conditions for administrative restoration
- Key Regulations: Regulations 1–6
What Is This Legislation About?
The Limited Liability Partnerships (Striking Off) Regulations 2015 (“Striking Off Regulations”) provide the detailed rules that sit alongside the Limited Liability Partnerships Act (Chapter 163A) (“LLP Act”) for removing an LLP from the public register. In plain terms, the Regulations explain when and how the Registrar may strike an LLP’s name off the register, what time limits apply, how an LLP (or other interested party) can object, and what must be satisfied if the LLP later seeks restoration.
Striking off is a significant administrative step. Once an LLP is struck off, it may lose the ability to operate as a registered LLP, and its affairs may be wound up or taken over through statutory mechanisms. The Regulations therefore focus on ensuring that striking off is not automatic: it is tied to specific grounds and conditions, and it includes a structured process for objections and restoration.
Although the Regulations are relatively short, they are highly practical. They define the “grounds and conditions” for striking off, prescribe the “period to show cause,” specify the “form of notice of objection,” and set out the Registrar’s decision factors. They also impose conditions for administrative restoration—meaning that restoration is possible, but only if the LLP meets defined criteria.
What Are the Key Provisions?
Regulation 1 (Citation and commencement) confirms the name of the Regulations and that they came into operation on 3 January 2016. For practitioners, this matters when assessing procedural timelines and the applicable version of the rules for events occurring around the commencement date.
Regulation 2 (Grounds and conditions for striking off) 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 Regulations provide two main grounds:
- No business or operation: the LLP “has not started to carry on business or begin operation”; or
- Cessation: the LLP “has ceased to carry on business or operate.”
However, the Registrar’s power is not triggered merely by the LLP’s assertion of inactivity. Regulation 2(3) lists conditions that must be satisfied before striking off can proceed. These conditions are designed to reduce the risk of striking off an LLP that still has legal exposure, assets, or regulatory obligations. Specifically, the LLP must have:
- No ongoing or pending proceedings (civil or criminal) before a court, whether in Singapore or elsewhere;
- No assets or contingent assets and no liability or contingent liability;
- No ongoing or pending regulatory action or disciplinary proceeding.
Regulation 2(4) then defines key terms used in the conditions. Notably, “disciplinary proceeding” refers to proceedings that may be taken by a professional body under written law against a member of a profession for professional misconduct. “Regulator” and “regulatory action” are also defined broadly, covering actions by a regulator for breach of licence/registration/permit/approval/consent or other authorisation conditions.
Regulation 3 (Prescribed period to show cause) prescribes the time limit for a person to respond to the Registrar’s intention to strike off. 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. The Regulations clarify that the “date of notice” is the date the Registrar’s intention is first published in the Gazette under section 38A(4) of the Act.
Practically, this is critical for anyone monitoring Gazette notices or advising on whether to object. The 60-day period is a hard procedural window; missing it can foreclose relief.
Regulation 4 (Form of notice of objection) addresses process rather than substance. For the purposes of section 38C(2), the form of 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 signals that objections are expected to be filed electronically through the designated system, and that practitioners should use the prescribed template/workflow to avoid technical rejection.
Regulation 5 (Considerations in deciding to allow objection) sets out what the Registrar must consider when deciding whether to allow an objection under section 38C(3)(b). The Registrar must take into account:
- Reasons submitted for the objection;
- Supporting documents and information submitted with the objection;
- Any other documents or information submitted after the Registrar’s request.
This provision is useful for drafting strategy. It effectively tells counsel what to include: a coherent explanation of why striking off should not proceed, backed by evidence, and responsiveness to any follow-up request by the Registrar.
Regulation 6 (Conditions for applications for administrative restoration) is the restoration gatekeeper. Under section 38D(1) of the LLP Act, an application to restore an LLP’s name to the register earlier struck off under section 38 may only be made if all conditions are satisfied.
The conditions are:
- LLP was carrying on business or in operation at the time of striking off (Regulation 6(1)(a)).
- If property of the LLP vested in the Official Receiver under paragraph 99 of the Fifth Schedule to the Act, the Official Receiver must have consented in writing to restoration (Regulation 6(1)(b)).
- The LLP must have lodged all documents relating to it necessary to bring the Registrar’s records up to date, or given an undertaking acceptable to the Registrar to lodge them (Regulation 6(1)(c)).
- The LLP must have paid or caused to be paid (or given an undertaking acceptable to the Registrar to pay) any outstanding fee or penalty payable under the Act by the LLP, its former partners, and its former managers, or any of them, at the time of striking off (Regulation 6(1)(d)).
Regulation 6(2) clarifies that “time of striking off” means the time the name was struck off the register under section 38 of the LLP Act. For practitioners, this definition matters when proving that the LLP was operational at the relevant time.
How Is This Legislation Structured?
The Regulations consist of six regulations arranged in a logical sequence:
- Regulation 1: citation and commencement.
- Regulation 2: grounds and conditions for striking off (including definitions of key terms).
- Regulation 3: prescribed 60-day show-cause period linked to Gazette publication.
- Regulation 4: prescribed form of objection notice (electronic transaction system).
- Regulation 5: factors the Registrar must consider when deciding whether to allow an objection.
- Regulation 6: conditions for administrative restoration after striking off.
Although the Regulations are short, they are tightly connected to specific provisions in the LLP Act (sections 38A, 38C, and 38D). This means practitioners should read them together with the LLP Act to understand the full procedural pathway.
Who Does This Legislation Apply To?
The Striking Off Regulations apply to limited liability partnerships in Singapore that are subject to the striking off regime under the LLP Act, particularly where the LLP seeks striking off or where the Registrar intends to strike off based on the statutory framework. The Regulations also apply to persons who may show cause or object during the Gazette notice period, as well as to parties involved in administrative restoration applications after an LLP has been struck off.
In practical terms, the Regulations are relevant to LLPs and their advisers, including corporate secretaries, insolvency practitioners, and litigators dealing with proceedings, regulatory matters, or professional disciplinary issues. The defined terms in Regulation 2(4) also indicate that the regime is sensitive to professional and regulatory contexts.
Why Is This Legislation Important?
These Regulations matter because they operationalise the LLP Act’s striking off and restoration framework. Striking off is not merely a clerical exercise; it can affect ongoing legal rights and obligations. By requiring that the LLP has no proceedings, no assets or contingent assets, no liabilities or contingent liabilities, and no regulatory or disciplinary exposure, Regulation 2(3) aims to prevent premature removal of an LLP that still has substantive matters to resolve.
The procedural safeguards are equally important. The 60-day show-cause period tied to Gazette publication (Regulation 3) provides a clear timeframe for interested parties to act. The requirement to file objections using the electronic transaction system (Regulation 4) reduces ambiguity and helps ensure that objections are properly recorded and processed. Meanwhile, Regulation 5’s “considerations” clause guides the Registrar’s discretion and provides counsel with a roadmap for what evidence and reasoning to submit.
Finally, restoration conditions under Regulation 6 are stringent. Restoration is only available if the LLP was actually operating at the time of striking off, and if documentary compliance and outstanding fees/penalties are addressed. The Official Receiver consent requirement where property is vested adds another layer of protection and reflects the practical reality that striking off can trigger statutory handling of assets.
For practitioners, the key takeaway is that the Regulations demand both substantive eligibility (no liabilities, no proceedings, no regulatory exposure) and procedural discipline (timely show-cause/objection, correct objection form, and complete restoration documentation).
Related Legislation
- Limited Liability Partnerships Act (Chapter 163A) — in particular sections 38A (striking off), 38C (objection), 38D (administrative restoration), 41 (electronic transaction system), and the Fifth Schedule (including paragraph 99 regarding vesting in the Official Receiver).
- Limited Liability Partnerships Act — Timeline / Legislation history (for version control and amendments affecting sections 38A, 38C, and 38D).
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.