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 50. Voluntary winding-up

(1) This section shall apply to a voluntary winding-up of a limited liability partnership.

(2) Where a limited liability partnership has ceased to operate and has discharged all its debts and liabilities, a partner of the limited liability partnership may, after giving notice in accordance with subsection (4), apply in writing to the Registrar for a declaration of dissolution of the limited liability partnership.
 
(3) An application for a declaration of dissolution shall be made within seven days from the date of the publication or notification referred to in subsection (4), whichever is the later, and shall be accompanied by-
    (a) a statutory declaration made by one of the partners of the limited liability partnership stating-
         (i) that the limited liability partnership has ceased to operate and has discharged all its debts and liabilities, other than those owed to its partners; and
         (ii) that the notice required under subsection (4) has been given in accordance with that subsection;
 
    (b) a copy of the notice given under subsection (4); and
 
    (c) a written notice from the inland Revenue Board stating that it has no objection to the Registrar making a declaration of dissolution of the limited liability partnership.
 
(4) Before making an application to the Registrar under this section, the applicant shall ensure that a notice to the effect that the applicant proposes to apply to the Registrar for a declaration of dissolution of the limited liability partnership-
 
     (a)has been published in at least one widely circulated Malaysian newspaper in the national language and one widely circulated Malaysian newspaper in the English language; and
     (b) has been sent by registered post to each partner of the limited liability partnership to the last-known address of the partner.
 
(5) A partner or creditor may make a written objection against the proposed dissolution of the limited liability partnership to the Registrar within thirty days of the date of publication or posting of the notice, whichever is the later.
 
(6) On receipt of a written objection to the dissolution of the limited liability partnership under subsection (5), the Registrar shall forthwith notify the applicant for the declaration of dissolution of the receipt of the objection and of the identity of the objector.
 
(7) The Registrar may, by notice in writing, declare that the limited liability partnership is dissolved if-
 
    (a) no objection is received under subsection (5);
 
    (b) the partner or creditor, as the case may be, withdraws the objection made under subsection (5); or
 
    (c) the Registrar decides that the objection made under subsection (5) is without justification.
 
(8) Upon declaration of dissolution of the limited liability partnership under subsection (7), the Registrar shall notify the limited liability partnership that, subject to the limited liability partnership agreement, it is entitled to distribute its surplus assets among its partners according to their respective rights and interests.
 
(9) The limited liability partnership shall notify the Registrar that its surplus assets have been distributed in accordance with subsection (8) within fourteen days after the distribution is completed.
 
(10) The declaration of dissolution under subsection (7) shall only take effect upon receipt of the notification referred to under subsection (9) by the Registrar.
 
(11) Notwithstanding the declaration of dissolution under subsection (7) and the distribution of assets under subsection (8), the liability of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved.
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