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Contents

Long Title

Part I PRELIMINARY

Part II NATURE OF LIMITED LIABILITY PARTNERSHIP

Part III REGISTRATION

Part IV CONVERSION TO LIMITED LIABILITY PARTNERSHIP

Part V MANAGEMENT AND ADMINISTRATION

Part VI RECEIVERSHIP AND WINDING UP

Part VII MISCELLANEOUS

FIRST SCHEDULE Default Provisions for Limited Liability Partnerships

SECOND SCHEDULE Conversion from Firm to Limited Liability Partnership

THIRD SCHEDULE Conversion from Private Company to Limited Liability Partnership

FOURTH SCHEDULE Receivers and Managers

FIFTH SCHEDULE Winding Up

Legislative Source Key

Legislative History

Comparative Table

 
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On 23/10/2014, you requested the version in force on 23/10/2014 incorporating all amendments published on or before 23/10/2014. The closest version currently available is that of 01/03/2010.
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FIFTH SCHEDULE
Winding Up
Part I
Interpretation
1.  In this Schedule —
“approved liquidator” means —
(a)
a person who falls within a class of persons declared as approved liquidators under section 9(1) of the Companies Act (Cap. 50); or
(b)
a person who has been approved under section 9(2) of the Companies Act as a liquidator and whose approval has not been revoked;
“Court” means the High Court;
“public accountant” has the same meaning as in section 2 of the Accountants Act (Cap. 2).
Part II
Winding Up by Court
Division 1 —
General
Application for winding up by Court
2.—(1)  A limited liability partnership, whether or not it is being wound up voluntarily, may be wound up under an order of the Court on the application —
(a)
of the limited liability partnership;
(b)
of any creditor, including a contingent or prospective creditor, of the limited liability partnership;
(c)
of a partner or the Official Assignee or trustee of the estate of a bankrupt partner;
(d)
of the liquidator; or
(e)
of the Minister on the ground specified in paragraph 3(1)(b), (f) or (g), or of any 2 or more of those parties.
[42/2005]
(2)  Notwithstanding anything in sub-paragraph (1) —
(a)
the Court shall not hear the application if made by a contingent or prospective creditor until such security for costs has been given as the Court thinks reasonable and a prima facie case for winding up has been established to the satisfaction of the Court; and
(b)
the Court shall not, where a limited liability partnership is being wound up voluntarily, make a winding up order unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or partners.
[42/2005]
Circumstances in which limited liability partnership may be wound up by Court
3.—(1)  The Court may order the winding up if —
(a)
the partners have resolved that the limited liability partnership be wound up by the Court;
(b)
the limited liability partnership carries on business with less than 2 partners for more than 2 years;
(c)
the limited liability partnership is unable to pay its debts;
(d)
the Court is of the opinion that it is not reasonably practicable to carry on the business of the limited liability partnership in conformity with the limited liability partnership agreement;
(e)
the Court is of the opinion that it is just and equitable that the limited liability partnership be wound up;
(f)
the limited liability partnership is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or interest; or
(g)
the limited liability partnership is convicted of an offence under section 23(4).
(2)  For the purposes of sub-paragraph (1)(c), a limited liability partnership shall be deemed to be unable to pay its debts if —
(a)
a creditor by assignment or otherwise to whom the limited liability partnership is indebted in a sum exceeding $10,000 then due has served on the limited liability partnership by leaving at the registered office a demand under his hand or under the hand of his agent thereunto lawfully authorised requiring the limited liability partnership to pay the sum so due, and the limited liability partnership has for 3 weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor;
(b)
execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the limited liability partnership is returned unsatisfied in whole or in part;
(c)
it is proved to the satisfaction of the Court that the limited liability partnership is unable to pay its debts; and in determining whether a limited liability partnership is unable to pay its debts the Court shall take into account the contingent and prospective liabilities of the limited liability partnership; or
(d)
the limited liability partnership fails to lodge a declaration of solvency or insolvency as required under section 24, until such time as a declaration referred to in section 24(1) (a) is lodged.
(3)  For the purpose of sub-paragraph (1)(f), a certificate issued by the Minister charged with the responsibility for internal security stating that he is satisfied that the limited liability partnership referred to in the certificate is being used for purposes against national security or interest shall be conclusive evidence that the limited liability partnership is being used for such purposes.
(4)  Upon the making of an application by the Minister under paragraph 2(1)(e) for the winding up of a limited liability partnership under sub-paragraph (1)(f) on the ground that it is being used for purposes against national security or interest, the Court, upon the application of the Minister, may, pending the hearing of the winding up application or the making of a winding up order, make —
(a)
an order restraining the limited liability partnership or its partners, managers, officers or employees from doing any act or from carrying out any activity as may be specified in the order; and
(b)
such other interim orders as the Court thinks fit.
[42/2005]
(5)  Any person who fails to comply with an order made by the Court under sub-paragraph (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
Commencement of winding up
4.—(1)  Where before the filing of the application a resolution has been passed by the partners for the voluntary winding up of the limited liability partnership, the winding up of the limited liability partnership shall be deemed to have commenced at the time of the passing of the resolution, and, unless the Court on proof of fraud or mistake thinks fit otherwise to direct, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken.
[42/2005]
(2)  In any other case the winding up shall be deemed to have commenced at the time of the filing of the application for the winding up.
[42/2005]
Payment of preliminary costs, etc.
5.—(1)  The persons, other than the limited liability partnership itself or the liquidator thereof, on whose application any winding up order is made, shall at their own cost prosecute all proceedings in the winding up until a liquidator has been appointed under this Schedule.
[42/2005]
(2)  The liquidator shall, unless the Court orders otherwise, reimburse the applicant out of the assets of the limited liability partnership the taxed costs incurred by the applicant in any such proceedings.
[42/2005]
(3)  Where the limited liability partnership has no assets or has insufficient assets, and in the opinion of the Minister any fraud has been committed by any person in the formation of the limited liability partnership or by any officer of the limited liability partnership in relation to the limited liability partnership since the registration thereof, the taxed costs or so much of them as is not so reimbursed may, with the approval in writing of the Minister, to an extent specified by the Minister but not in any case exceeding $3,000, be reimbursed to the applicant out of moneys provided by Parliament for the purpose.
[42/2005]
(4)  Where any winding up order is made upon the application of the limited liability partnership or the liquidator thereof, the costs incurred shall, subject to any order of the Court, be paid out of assets of the limited liability partnership in like manner as if they were the costs of any other applicant.
[42/2005]
Powers of Court on hearing winding up application
6.—(1)  On hearing a winding up application, the Court may dismiss it with or without costs or adjourn the hearing conditionally or unconditionally or make any interim or other order that it thinks fit, but the Court shall not refuse to make a winding up order on the ground only that the assets of the limited liability partnership have been mortgaged to an amount equal to or in excess of those assets or that the limited liability partnership has no assets or in the case of a winding up application by a partner that there will be no assets available for distribution amongst the partners.
[42/2005]
(2)  The Court may on the winding up application coming on for hearing or at any time on the application of the person making the winding up application, the limited liability partnership, or any person who has given notice that he intends to appear on the hearing of the winding up application —
(a)
direct that any notices be given or any steps taken before or after the hearing of the winding up application;
(b)
dispense with any notices being given or steps being taken which are required by this Act, or by the rules made thereunder, or by any prior order of the Court;
(c)
direct that oral evidence be taken on the winding up application or any matter relating thereto;
(d)
direct a speedy hearing or trial of the winding up application or any issue or matter;
(e)
allow the winding up application to be amended or withdrawn; and
(f)
give such directions as to the proceedings as the Court thinks fit.
[42/2005]
Power to stay or restrain proceedings against limited liability partnership
7.  At any time after the filing of a winding up application and before a winding up order has been made, the limited liability partnership or any creditor or partner may, where any action or proceeding against the limited liability partnership is pending, apply to the Court to stay or restrain further proceedings in the action or proceeding, and the Court may stay or restrain the proceedings accordingly on such terms as it thinks fit.
[42/2005]
Avoidance of dispositions of property and certain attachments, etc., and winding up application to be lis pendens etc.
8.—(1)  Any disposition of the property of the limited liability partnership, and any assignment of a partner’s interest or right to distributions from the limited liability partnership, or alteration in the status of the partners of the limited liability partnership made after the commencement of the winding up by the Court shall (unless the Court otherwise orders) be void.
(2)  Any attachment, sequestration, distress or execution put in force against the estate or effects of the limited liability partnership after the commencement of the winding up by the Court shall be void.
(3)  Any application for winding up a limited liability partnership shall constitute a lis pendens within the meaning of any law relating to the effect of a lis pendens upon purchasers or mortgagees.
[42/2005]
Winding up order
9.—(1)  Within 7 days after the making of a winding up order, the applicant shall lodge with the Registrar notice of —
(a)
the order and its date; and
(b)
the name and address of the liquidator.
[42/2005]
(2)  On the passing and entering of the winding up order, the applicant shall within 7 days —
(a)
lodge an office copy of the order with the Official Receiver and a copy of the order with the Registrar;
(b)
cause a copy to be served upon any manager of the limited liability partnership or upon such other person or in such manner as the Court directs; and
(c)
deliver a copy to the liquidator with a statement that the requirements of this sub-paragraph have been complied with.
[42/2005]
(3)  When a winding up order has been made or a provisional liquidator has been appointed, no action or proceeding shall be proceeded with or commenced against the limited liability partnership except —
(a)
by leave of the Court; and
(b)
in accordance with such terms as the Court imposes.
(4)  Subject to paragraph 70, an order for winding up a limited liability partnership shall operate in favour of all the creditors and partners of the limited liability partnership as if made on the joint application of a creditor and of a partner.
[42/2005]
(5)  Any applicant which contravenes sub-paragraph (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
[42/2005]
Division 2 —
Liquidators
Disqualification of liquidators
10.—(1)  Subject to this paragraph, a person shall not, except with the leave of the Court, consent to be appointed, and shall not act as liquidator of a limited liability partnership —
(a)
if he is not an approved liquidator;
(b)
if he is indebted to the limited liability partnership in an amount exceeding $2,500;
(c)
if he is —
(i)
an officer of the limited liability partnership;
(ii)
a partner, employer or employee of an officer of the limited liability partnership; or
(iii)
a partner or employee of an employee of an officer of the limited liability partnership;
(d)
if he is an undischarged bankrupt;
(e)
if he has assigned his estate for the benefit of his creditors or has made an arrangement with his creditors pursuant to any law relating to bankruptcy; or
(f)
if he has been convicted of an offence involving fraud or dishonesty punishable on conviction by imprisonment for 3 months or more.
(2)  Sub-paragraph (1)(a) and (c) shall not apply —
(a)
to a partners’ voluntary winding up; or
(b)
to a creditors’ voluntary winding up, if by a resolution carried by a majority of the creditors in number and value present in person or by proxy and voting at a meeting of which 7 days’ notice has been given to every creditor stating the object of the meeting, it is determined that the sub-paragraph shall not so apply.
(3)  A person shall not be appointed as liquidator of a limited liability partnership unless he has prior to such appointment consented in writing to act as such liquidator.
(4)  Any person who contravenes sub-paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
Appointment, style, etc., of liquidators
11.  The following provisions with respect to liquidators shall have effect on a winding up order being made:
(a)
if an approved liquidator, other than the Official Receiver, is not appointed to be the liquidator of the limited liability partnership, the Official Receiver shall by virtue of his office become the provisional liquidator and shall continue to act as such until he or another person becomes liquidator and is capable of acting as such;
(b)
if there is no liquidator appointed, the Official Receiver shall summon separate meetings of the creditors and partners of the limited liability partnership for the purpose of determining whether or not an application is to be made to the Court for appointing a liquidator in the place of the Official Receiver;
(c)
the Court may make any appointment and order required to give effect to any such determination, and, if there is a difference between the determinations of the meetings of the creditors and partners in respect of the matter aforesaid, the Court shall decide the difference and make such order thereon as the Court may think fit;
(d)
in a case where a liquidator is not appointed by the Court, the Official Receiver shall be the liquidator of the limited liability partnership;
(e)
in a case where a winding up order is made under paragraph 3(1)(f) on the ground that the limited liability partnership is being used for purposes against national security or interest, the Official Receiver shall be the liquidator of the limited liability partnership;
(f)
the Official Receiver shall by virtue of his office be the liquidator during any vacancy;
(g)
any vacancy in the office of a liquidator appointed by the Court may be filled by the Court;
(h)
a liquidator shall be described, where a person other than the Official Receiver is liquidator, by the style of “the liquidator”, and, where the Official Receiver is liquidator, by the style of “the Official Receiver and liquidator”, of the particular limited liability partnership in respect of which he is appointed, and not by his individual name.
Provisions where person other than Official Receiver is appointed liquidator
12.  Where in the winding up of a limited liability partnership by the Court, a person other than the Official Receiver, is appointed liquidator, that person —
(a)
shall not be capable of acting as liquidator until he has notified his appointment to the Registrar and given security in the prescribed manner to the satisfaction of the Official Receiver; and
(b)
shall give the Official Receiver such information and such access to and facilities for inspecting the books and documents of the limited liability partnership, and generally such aid as may be required for enabling that officer to perform his duties under this Act.
Control of unofficial liquidators by Official Receiver
13.—(1)  Where in the winding up of a limited liability partnership by the Court, a person, other than the Official Receiver, is the liquidator the Official Receiver shall take cognizance of his conduct and if the liquidator does not faithfully perform his duties and duly observe all the requirements imposed on him by any written law or otherwise with respect to the performance of his duties, or if any complaint is made to the Official Receiver by any creditor or partner in regard thereto, the Official Receiver shall inquire into the matter, and take such action thereon as he may think expedient.
(2)  The Official Receiver may at any time require any such liquidator of a limited liability partnership which is being wound up by the Court to answer any inquiry in relation to any winding up in which he is engaged, and may, if the Official Receiver thinks fit, apply to the Court to examine him or any other person on oath concerning the winding up.
(3)  The Official Receiver may also direct a local investigation to be made of the books and vouchers of such liquidator.
Control of Official Receiver by Minister
14.  The Minister shall take cognizance of the conduct of the Official Receiver and of all Assistant Official Receivers who are concerned in the liquidation of limited liability partnerships, and if any such person does not faithfully perform his duties and duly observe all the requirements imposed on him by any written law or otherwise with respect to the performance of his duties, or if any complaint is made to the Minister by any creditor or partner in regard thereto, the Minister shall inquire into the matter, and take such action thereon as he may think expedient, and may direct a local investigation to be made of the books and vouchers of such person.
Provisional liquidator
15.  The Court may appoint the Official Receiver or an approved liquidator provisionally at any time after the filing of a winding up application and before the making of a winding up order and the provisional liquidator shall have and may exercise all the functions and powers of a liquidator, subject to such limitations and restrictions as may be prescribed by the Rules or as the Court may specify in the order appointing him.
[42/2005]
General provisions as to liquidators
16.—(1)  A liquidator appointed by the Court may resign or on cause shown be removed by the Court.
(2)  A provisional liquidator, other than the Official Receiver, shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is determined by the Court.
(3)  A liquidator, other than the Official Receiver, shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is determined —
(a)
by agreement between the liquidator and the committee of inspection, if any;
(b)
failing such agreement, or where there is no committee of inspection, by a resolution passed at a meeting of creditors by a majority of not less than 75% in value and 50% in number of the creditors present in person or by proxy and voting at the meeting and whose debts have been admitted for the purpose of voting, which meeting shall be convened by the liquidator by a notice to each creditor to which notice shall be attached a statement of all receipts and expenditure by the liquidator and the amount of remuneration sought by him; or
(c)
failing a determination in a manner referred to in sub-paragraph (a) or (b), by the Court.
(4)  Where the salary or remuneration of a liquidator is determined in the manner specified in sub-paragraph (3)(a), the Court may, on the application of any partner confirm or vary the determination.
(5)  Where the salary or remuneration of a liquidator is determined in the manner specified in sub-paragraph (3)(b), the Court may, on the application of the liquidator or the partner referred to in sub-paragraph (4), confirm or vary the determination.
(6)  Subject to any order of the Court, the Official Receiver when acting as a liquidator or provisional liquidator of a limited liability partnership shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is prescribed.
(7)  If more than one liquidator is appointed by the Court, the Court shall declare whether anything by this Act required or authorised to be done by the liquidator is to be done by all or any one or more of the persons appointed.
(8)  Subject to the provisions of this Act, the acts of a liquidator shall be valid notwithstanding any defects that may afterwards be discovered in his appointment or qualification.
Custody and vesting of limited liability partnership’s property
17.—(1)  Where a winding up order has been made or a provisional liquidator has been appointed, the liquidator or provisional liquidator shall take into his custody or under his control all the property and things in action to which the limited liability partnership is or appears to be entitled.
(2)  The Court may, on the application of the liquidator, by order direct that all or any part of the property of whatever description belonging to the limited liability partnership or held by trustees on its behalf shall vest in the liquidator and thereupon the property to which the order relates shall vest accordingly and the liquidator may, after giving such indemnity, if any, as the Court directs, bring or defend any action or other legal proceeding which relates to that property or which it is necessary to bring or defend for the purpose of effectually winding up the limited liability partnership and recovering its property.
(3)  Where an order is made under this paragraph, every liquidator of a limited liability partnership in relation to which the order is made shall lodge within 7 days of the making of the order —
(a)
a copy of the order with the Registrar; and
(b)
where the order relates to land, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land,
and any liquidator who contravenes this paragraph shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(4)  No vesting order referred to in this paragraph shall have any effect or operation in transferring or otherwise vesting land until an appropriate entry or memorandum thereof is made by or with the appropriate authority.
Statement of limited liability partnership’s affairs to be submitted to Official Receiver
18.—(1)  There shall be made out and verified in the prescribed form and manner and submitted to the Official Receiver or the liquidator, as the case requires, a statement as to the affairs of the limited liability partnership as at the date of the winding up order showing —
(a)
the particulars of its assets, debts and liabilities;
(b)
the names and addresses of its creditors;
(c)
the securities held by them respectively;
(d)
the dates when the securities were respectively given; and
(e)
such further information as is prescribed or as the Official Receiver or the liquidator requires.
(2)  The statement shall be submitted by one or more of the persons who are, at the date of the winding up order, managers of the limited liability partnership, or by such of the persons hereinafter mentioned as the Official Receiver or the liquidator, subject to the direction of the Court, requires, that is to say, persons —
(a)
who are or have been partners or officers of the limited liability partnership;
(b)
who have taken part in the formation of the limited liability partnership at any time within one year before the date of the winding up order; or
(c)
who are or have been within that period officers of or in the employment of a corporation which is, or within that period was, an officer of the limited liability partnership to which the statement relates.
(3)  The statement shall be submitted within 14 days after the date of the winding up order or within such extended time as the Official Receiver or the liquidator or the Court for special reasons specifies, and the Official Receiver or the liquidator shall within 7 days after its receipt cause a copy of the statement to be filed with the Court and lodged with the Registrar and, where the Official Receiver is not the liquidator, shall cause a copy to be lodged with the Official Receiver.
(4)  Any person making or concurring in making the statement required by this paragraph may, subject to the rules, be allowed, and be paid, out of the assets of the limited liability partnership, such costs and expenses incurred in and about the preparation and making of the statement as the Official Receiver or the liquidator considers reasonable subject to an appeal to the Court.
(5)  Any person who, without reasonable excuse, contravenes this paragraph shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both, and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(6)  In this paragraph, “officer”, in relation to a corporation, has the same meaning as in section 4(1) of the Companies Act (Cap. 50).
Report by liquidator
19.—(1)  The liquidator shall as soon as practicable after receipt of the statement of affairs submit a preliminary report to the Court or if the liquidator is not the Official Receiver, to the Official Receiver —
(a)
as to the amount of capital paid up and the estimated amount of assets and liabilities;
(b)
if the limited liability partnership has failed, as to the causes of the failure; and
(c)
whether, in his opinion, further inquiry is desirable as to any matter relating to the formation or failure of the limited liability partnership or the conduct of the business thereof.
(2)  The liquidator may also, if he thinks fit, make further reports to the Court or if the liquidator is not the Official Receiver, to the Official Receiver stating the manner in which the limited liability partnership was formed and whether in his opinion any fraud has been committed or any material fact has been concealed by any person in its formation or by any officer in relation to the limited liability partnership since its formation, and whether any officer of the limited liability partnership has contravened any of the provisions of this Act, and specifying any ther matter which in his opinion it is desirable to bring to the notice of the Court.
Powers of liquidator
20.—(1)  The liquidator may with the authority either of the Court or of the committee of inspection —
(a)
carry on the business of the limited liability partnership so far as is necessary for the beneficial winding up thereof, but the authority shall not be necessary to so carry on the business during the 4 weeks next after the date of the winding up order;
(b)
subject to paragraph 76, pay any class of creditors in full;
(c)
make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim present or future, certain or contingent, ascertained or sounding only in damages against the limited liability partnership, or whereby the limited liability partnership may be rendered liable;
(d)
compromise any calls and liabilities to calls, debts and liabilities capable of resulting in debts and any claims present or future, certain or contingent, ascertained or sounding only in damages subsisting, or supposed to subsist, between the limited liability partnership and a partner or other debtor or person apprehending liability to the limited liability partnership, and all questions in any way relating to or affecting the assets or the winding up of the limited liability partnership, on such terms as are agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof; and
(e)
appoint a solicitor to assist him in his duties.
(2)  The liquidator may —
(a)
bring or defend any action or other legal proceeding in the name and on behalf of the limited liability partnership;
(b)
compromise any debt due to the limited liability partnership, other than calls and liabilities for calls and other than a debt where the amount claimed by the limited liability partnership to be due to it exceeds $1,500;
(c)
sell the immovable and movable property and things in action of the limited liability partnership by public auction, public tender or private contract with power to transfer the whole thereof to any person or limited liability partnership or to sell the same in parcels;
(d)
do all acts and execute in the name and on behalf of the limited liability partnership all deeds, receipts and other documents and for that purpose use when necessary the limited liability partnership’s seal;
(e)
prove, rank and claim in the bankruptcy of any partner or debtor for any balance against his estate, and receive dividends in the bankruptcy in respect of that balance as a separate debt due from the bankrupt, and rateably with the other separate creditors;
(f)
draw, accept, make and indorse any bill of exchange or promissory note in the name and on behalf of the limited liability partnership with the same effect with respect to the liability of the limited liability partnership as if the bill or note had been drawn, accepted, made or indorsed by or on behalf of the limited liability partnership in the course of its business;
(g)
raise on the security of the assets of the limited liability partnership any money required;
(h)
take out letters of administration of the estate of any deceased partner or debtor, and do any other act necessary for obtaining payment of any money due from a partner or debtor or his estate which cannot be conveniently done in the name of the limited liability partnership, and in all such cases the money due shall for the purposes of enabling the liquidator to take out the letters of administration or recover the money be deemed due to the liquidator himself;
(i)
appoint an agent to do any business which the liquidator is unable to do himself; and
(j)
do all such other things as are necessary for winding up the affairs of the limited liability partnership and distributing its assets.
(3)  The exercise by the liquidator of the powers conferred by this paragraph shall be subject to the control of the Court, and any creditor or partner may apply to the Court with respect to any exercise or proposed exercise of any of those powers.
Exercise and control of liquidator’s powers
21.—(1)  Subject to this Schedule, the liquidator shall in the administration of the assets of the limited liability partnership and in the distribution thereof among its creditors have regard to any directions given by resolution of the creditors or partners at any general meeting or by the committee of inspection, and any directions so given by the creditors or partners shall, in case of conflict, override any directions given by the committee of inspection.
(2)  The liquidator may summon general meetings of the creditors or partners for the purpose of ascertaining their wishes, and he shall summon meetings at such times as the creditors or partners by resolution direct or whenever requested in writing to do so by not less than 10% in value of the creditors or 10% of the total number of partners.
(3)  The liquidator may apply to the Court for directions in relation to any particular matter arising under the winding up.
(4)  Subject to this Schedule, the liquidator shall use his own discretion in the management of the affairs and property of the limited liability partnership and the distribution of its assets.
Payment by liquidator into bank
22.—(1)  Every liquidator shall, in the manner and at the times prescribed by the rules, pay the money received by him into such bank account as is prescribed by those rules or as is specified by the Court.
(2)  If any liquidator retains for more than 10 days a sum exceeding $1,000, or such other amount as the Court in any particular case authorises him to retain, then, unless he explains the retention to the satisfaction of the Court, he shall pay interest on the amount so retained in excess, computed from the expiration of the abovementioned 10 days, until he has complied with sub-paragraph (1) at the rate of 20% per annum, and shall be liable —
(a)
to disallowance of all or such part of his remuneration as the Court thinks just;
(b)
to be removed from his office by the Court; and
(c)
to pay any expenses occasioned by reason of his default.
(3)  Any liquidator who pays any sums received by him as liquidator into any bank or account other than the bank or account prescribed or specified under sub-paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
Release of liquidators and dissolution of limited liability partnership
23.  When the liquidator —
(a)
has realised all the property of the limited liability partnership or so much thereof as can in his opinion be realised, without needlessly protracting the liquidation, and has distributed a final dividend, if any, to the creditors and adjusted the rights of the partners among themselves and made a final return, if any, to the partners; or
(b)
has resigned or has been removed from his office,
he may apply to the Court —
(i)
for an order that he be released; or
(ii)
for an order that he be released and that the limited liability partnership be dissolved.
As to orders for release or dissolution
24.—(1)  Where an order is made that the limited liability partnership be dissolved, the limited liability partnership shall from the date of the order be dissolved accordingly.
(2)  The Court —
(a)
may cause a report on the accounts of a liquidator, not being the Official Receiver, to be prepared by the Official Receiver or by a public accountant appointed by the Court;
(b)
on the liquidator complying with all the requirements of the Court, shall take into consideration the report and any objection which is urged by the Official Receiver, public accountant or any creditor or partner or other person interested against the release of the liquidator; and
(c)
shall either grant or withhold the release accordingly.
(3)  Where the release of a liquidator is withheld, the Court may, on the application of any creditor or partner or person interested, make such order as it thinks just charging the liquidator with the consequences of any act or default which he may have done or made contrary to his duty.
(4)  An order of the Court releasing the liquidator shall discharge him from all liability in respect of any act done or default made by him in the administration of the affairs of the limited liability partnership or otherwise in relation to his conduct as liquidator, but any such order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.
(5)  Where the liquidator has not previously resigned or been removed, his release shall operate as a removal from office.
(6)  Where the Court has made —
(a)
an order that the liquidator be released; or
(b)
an order that the liquidator be released and that the limited liability partnership be dissolved,
a copy of the order and an office copy of the order shall, within 14 days after the making thereof, be lodged by the liquidator with the Registrar and with the Official Receiver, respectively and a liquidator who contravenes this sub-paragraph shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
Division 3 —
Committees of inspection
Appointment, constitution and proceedings of committee of inspection
25.—(1)  The liquidator may, and shall, if requested by any creditor or partner, summon separate meetings of the creditors and partners for the purpose of determining whether or not the creditors or partners require the appointment of a committee of inspection to act with the liquidator, and if so who are to be members of the committee.
(2)  If there is a difference between the determinations of the meetings of the creditors and partners the Court shall decide the difference and make such order as it thinks fit.
(3)  The committee of inspection shall consist of creditors and partners of the limited liability partnership or persons holding —
(a)
general powers of attorney from creditors or partners; or
(b)
special authorities from creditors or partners authorising the persons named therein to act on such a committee,
appointed by the meetings of creditors and partners in such proportions as are agreed or, in case of difference, as are determined by the Court.
(4)  The committee shall meet at such times and places as it may from time to time appoint, and the liquidator or any member of the committee may also call a meeting of the committee as he thinks necessary.
(5)  The committee may act by a majority of its members present at a meeting, but shall not act unless a majority of the committee is present.
(6)  A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.
(7)  If a member of the committee becomes bankrupt or assigns his estate for the benefit of his creditors or makes an arrangement with his creditors pursuant to any written law relating to bankruptcy or is absent from 5 consecutive meetings of the committee without the leave of those members who together with himself represent the creditors or partners, as the case may be, his office shall thereupon become vacant.
(8)  A member of the committee may be removed by an ordinary resolution at a meeting of creditors, if he represents creditors, or of partners, if he represents partners, of which meeting 7 days’ notice has been given stating the object of the meeting.
(9)  A vacancy in the committee may be filled by the appointment by the committee of the same or another creditor or partner or person holding a general power of attorney or special authority as specified in sub-paragraph (3).
(10)  The liquidator may at any time of his own motion and shall within 7 days after the request in writing of a creditor or partner summon a meeting of creditors or of partners, as the case requires, to consider any appointment made pursuant to sub-paragraph (9), and the meeting may confirm the appointment or revoke the appointment and appoint another creditor or partner or person holding a general power of attorney or special authority as specified in sub-paragraph (3), as the case requires, in his stead.
(11)  The continuing members of the committee if not less than 2 may act notwithstanding any vacancy in the committee.
(12)  In this paragraph, “general power of attorney” includes a lasting power of attorney registered under the Mental Capacity Act 2008.
Division 4 —
General powers of Court
Power to stay winding up
26.—(1)  At any time after an order for winding up has been made, the Court may, on the application of the liquidator or of any creditor or partner and on proof to the satisfaction of the Court that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings either altogether or for a limited time on such terms and conditions as the Court thinks fit.
(2)  On any such application the Court may, before making an order, require the liquidator to furnish a report with respect to any facts or matters which are in his opinion relevant.
(3)  A copy of an order made under this paragraph and an office copy of such an order shall be lodged by the limited liability partnership with the Registrar and the Official Receiver, respectively, within 14 days after the making of the order.
(4)  Any person who contravenes sub-paragraph (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
Collection and application of assets
27.—(1)  As soon as possible after making a winding up order, the Court may rectify the register of partners in all cases where rectification is required in pursuance of this Schedule and shall cause the assets of the limited liability partnership to be collected and applied in discharge of its liabilities.
(2)  The Court may order any person from whom money is due to the limited liability partnership to pay the amount due into some bank, named in such order, to the account of the liquidator instead of to the liquidator, and any such order may be enforced in the same manner as if it had directed payment to the liquidator.
(3)  All moneys and securities paid or delivered into any bank pursuant to this Schedule shall be subject in all respects to orders of the Court.
Appointment of special manager
28.—(1)  The liquidator may, if satisfied that the nature of the estate or business of the limited liability partnership, or the interests of the creditors or partners generally, require the appointment of a special manager of the estate or business of the limited liability partnership other than himself, apply to the Court which may appoint a special manager of the estate or business to act during such time as the Court directs with such powers, including any of the powers of a receiver or manager, as are entrusted to him by the Court.
(2)  The special manager —
(a)
shall give such security and account in such manner as the Court directs;
(b)
shall receive such remuneration as is fixed by the Court; and
(c)
may at any time resign after giving not less than one month’s notice in writing to the liquidator of his intention to resign, or on cause shown be removed by the Court.
Claims of creditors and distribution of assets
29.—(1)  The Court may fix a date on or before which creditors are to prove their debts or claims or after which they will be excluded from the benefit of any distribution made before those debts are proved.
(2)  The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the costs, charges and expenses incurred in the winding up in such order of priority as the Court thinks fit.
Inspection of books by creditors and partners
30.  The Court may make such order for inspection of the books and papers of the limited liability partnership by creditors and partners as the Court thinks just, and any books and papers in the possession of the limited liability partnership may be inspected by creditors or partners accordingly, but not further or otherwise.
Power to summon persons connected with limited liability partnership
31.—(1)  The Court may summon before it any officer of the limited liability partnership or person known or suspected to have in his possession any property of the limited liability partnership or supposed to be indebted to the limited liability partnership, or any person whom the Court considers capable of giving information concerning the formation, trade dealings, affairs or property of the limited liability partnership.
(2)  The Court may examine him on oath concerning the matters mentioned in sub-paragraph (1) either by word of mouth or on written interrogatories and may reduce his answers to writing and require him to sign them, and any writing so signed may be used in evidence in any legal proceedings against him.
(3)  The Court may require him to produce any books and papers in his custody or power relating to the limited liability partnership, but where he claims any lien on books or papers the production shall be without prejudice to that lien, and the Court shall have jurisdiction to determine all questions relating to that lien.
(4)  An examination under this paragraph or paragraph 32 may, if the Court so directs and subject to the Rules of Court, be held before any District Judge named for the purpose by the Court, and the powers of the Court under this paragraph and paragraph 32 may be exercised by that Judge.
(5)  If any person so summoned, after being tendered a reasonable sum for his expenses, refuses to come before the Court at the time appointed, not having a lawful excuse, made known to the Court at the time of its sitting and allowed by it, the Court may cause him to be apprehended and brought before the Court for examination.
Power to order public examination of officers, etc.
32.—(1)  Where the liquidator has made a report under this Schedule stating that, in his opinion, a fraud has been committed or that any material fact has been concealed by any person in the formation of the limited liability partnership or by any officer in relation to the limited liability partnership since its formation or that any officer of the limited liability partnership has failed to act honestly or diligently or has been guilty of any impropriety or recklessness in relation to the affairs of the limited liability partnership, the Court may, after consideration of the report, direct that the person or officer, or any other person who was previously an officer of the limited liability partnership, including any banker, solicitor or auditor, or who is known or suspected to have in his possession any property of the limited liability partnership or is supposed to be indebted to the limited liability partnership or any person whom the Court considers capable of giving information concerning the formation, trade dealings, affairs or property of the limited liability partnership, shall attend before the Court on a day appointed and be publicly examined as to the formation or the conduct of the business of the limited liability partnership, or in the case of an officer or former officer as to his conduct and dealings as an officer thereof.
(2)  The liquidator and any creditor or partner may take part in the examination either personally or by a solicitor.
(3)  The Court may put or allow to be put such questions to the person examined as the Court thinks fit.
(4)  The person examined shall be examined on oath and shall answer all such questions as the Court puts or allows to be put to him.
(5)  A person ordered to be examined under this paragraph shall before his examination be furnished with a copy of the liquidator’s report.
(6)  Where a person directed to attend before the Court under sub-paragraph (1) applies to the Court to be exculpated from any charges made or suggested against him, the liquidator shall appear on the hearing of the application and call the attention of the Court to any matters which appear to him to be relevant and if the Court, after hearing any evidence given or witnesses called by the liquidator, grants the application the Court may allow the applicant such costs as the Court in its discretion thinks fit.
(7)  Notes of the examination —
(a)
shall be reduced to writing;
(b)
shall be read over to or by and signed by the person examined;
(c)
may thereafter be used in evidence in any legal proceedings against him; and
(d)
shall be open to the inspection of any creditor or partner at all reasonable times.
(8)  The Court may if it thinks fit adjourn the examination from time to time.
Power to arrest absconding partner, manager or former manager
33.  The Court, at any time before or after making a winding up order, on proof of probable cause for believing that a partner, manager or former manager of the limited liability partnership is about to leave Singapore or otherwise to abscond or to remove or conceal any of his property for the purpose of evading the discharge of any liability arising under this Schedule or of avoiding examination respecting the affairs of the limited liability partnership, may cause the partner, manager or former manager to be arrested and his books and papers and movable personal property to be seized and safely kept until such time as the Court orders.
Delegation to liquidator of certain powers of Court
34.  Provision may be made by rules enabling or requiring all or any of the powers and duties conferred and imposed on the Court by this Schedule in respect of —
(a)
the holding and conducting of meetings to ascertain the wishes of creditors and partners;
(b)
the settling of lists of partners, the rectifying of the register of partners where required, and the collecting and applying of the assets;
(c)
the paying, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;
(d)
the making of calls and the adjusting of the rights of partners; and
(e)
the fixing of a time within which debts and claims must be proved,
to be exercised or performed by the liquidator as an officer of the Court and subject to the control of the Court, but the liquidator shall not, without the special leave of the Court, rectify the register of partners and shall not make any call without either the special leave of the Court or the sanction of the committee of inspection.
Powers of Court cumulative
35.—(1)  Any powers by this Act conferred on the Court shall be in addition to, and not in derogation of, any existing powers of instituting proceedings against any partner or debtor of the limited liability partnership or the estate of any partner or debtor for the recovery of any call or other sums.
(2)  Subject to the Rules of Court, an appeal from any order or decision made or given in the winding up of a limited liability partnership shall lie in the same manner and subject to the same conditions as an appeal from any order or decision of the Court in cases within its ordinary jurisdiction.
Part III
Voluntary Winding Up
Division 1 —
Introductory
Circumstances in which limited liability partnership may be wound up voluntarily
36.—(1)  A limited liability partnership may be wound up voluntarily if the partners so resolve.
(2)  A limited liability partnership shall —
(a)
within 7 days after the passing of a resolution for voluntary winding up, lodge a copy of the resolution with the Registrar; and
(b)
within 10 days after the passing of the resolution, give notice of the resolution in one or more newspapers circulating in Singapore.
(3)  If the limited liability partnership contravenes sub-paragraph (2), the limited liability partnership and every officer of the limited liability partnership who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
Provisional liquidator
37.—(1)  Where the managers of a limited liability partnership have made a statutory declaration in the prescribed form which has been lodged with the Official Receiver and have lodged a declaration in the prescribed form with the Registrar —
(a)
that the limited liability partnership cannot by reason of its liabilities continue its business; and
(b)
that meetings of the limited liability partnership and of its creditors have been summoned for a date within one month of the date of the declaration,
the managers shall immediately appoint an approved liquidator to be the provisional liquidator.
(2)  A provisional liquidator shall have and may exercise all the functions and powers of a liquidator in a creditors’ winding up subject to such limitations and restrictions as may be prescribed by the Rules of Court.
(3)  The appointment of a provisional liquidator under this paragraph shall continue for one month from the date of his appointment or for such further period as the Official Receiver may allow in any particular case or until the appointment of a liquidator, whichever first occurs.
(4)  Notice of the appointment of a provisional liquidator under this paragraph together with a copy of the declaration lodged with the Official Receiver shall be advertised within 14 days of the appointment of the provisional liquidator in at least 4 local daily newspapers, one each published in the English, Malay, Chinese and Tamil languages.
(5)  A provisional liquidator shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is prescribed.
Commencement of voluntary winding up
38.  A voluntary winding up shall commence —
(a)
where a provisional liquidator has been appointed before the resolution for voluntary winding up was passed, at the time when the declaration referred to in paragraph 37(1) was lodged with the Registrar; and
(b)
in any other case, at the time of the passing of the resolution for voluntary winding up.
Effect of voluntary winding up
39.—(1)  The limited liability partnership shall from the commencement of the winding up cease to carry on its business, except so far as is in the opinion of the liquidator required for the beneficial winding up thereof, but the limited liability partnership shall, notwithstanding anything to the contrary in the limited liability partnership agreement, continue until it is dissolved.
(2)  Any assignment of a partner’s interest or right to distributions from the limited liability partnership, not being an assignment made to or with the sanction of the liquidator, and any alteration in the status of the partners made after the commencement of the winding up, shall be void.
Declaration of solvency
40.—(1)  Where it is proposed to wind up a limited liability partnership voluntarily, the managers of the limited liability partnership or (in the case of a limited liability partnership having more than 2 managers) the majority of the managers shall, in the case of a partners’ voluntary winding up, make a declaration to the effect that they have made an inquiry into the affairs of the limited liability partnership and have formed the opinion that the limited liability partnership will be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up.
(2)  There shall be attached to the declaration a statement of affairs of the limited liability partnership showing, in the prescribed form —
(a)
the assets of the limited liability partnership and the total amount expected to be realised therefrom;
(b)
the liabilities of the limited liability partnership; and
(c)
the estimated expenses of winding up,
made up to the latest practicable date before the making of the declaration.
(3)  A declaration so made shall have no effect for the purposes of this Act unless it is —
(a)
made within 5 weeks immediately preceding the passing of the resolution for voluntary winding up; and
(b)
lodged with the Registrar at the same time when the resolution for winding up is lodged.
(4)  A manager who makes a declaration under this paragraph without having reasonable grounds for the opinion that the limited liability partnership will be able to pay its debts in full within the period stated in the declaration, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
(5)  If the limited liability partnership is wound up in pursuance of a resolution for voluntary winding up passed within a period of 5 weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated in the declaration, it shall be presumed until the contrary is shown that the manager did not have reasonable grounds for his opinion.
Division 2 —
Provisions applicable only
to partners’ voluntary winding up
Liquidator
41.—(1)  The limited liability partnership shall, by resolution of the partners, appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the limited liability partnership and may fix the remuneration to be paid to him or them.
(2)  On the appointment of a liquidator, all powers of control and management of the limited liability partnership conferred on any person shall cease except so far as the liquidator approves the continuance thereof.
(3)  The limited liability partnership may in a meeting convened by any partner by resolution of the partners of which notice has been given to the creditors and the liquidators, remove any liquidator but no such resolution shall be effective to remove a liquidator if the Court, on the application of the liquidator or a creditor, has ordered that the liquidator be not removed.
(4)  If a vacancy occurs by death, resignation, removal or otherwise in the office of a liquidator, the limited liability partnership may, by resolution of the partners, fill the vacancy by the appointment of a liquidator and fix the remuneration to be paid to him.
Duty of liquidator to call creditors’ meeting in case of insolvency
42.—(1)  If the liquidator is at any time of the opinion that the limited liability partnership will not be able to pay or provide for the payment of its debts in full within the period stated in the declaration made under paragraph 40, he shall immediately summon a meeting of the creditors and lay before the meeting a statement of the assets and liabilities of the limited liability partnership and the notice summoning the meeting shall draw the attention of the creditors to the right conferred upon them by sub-paragraph (2).
(2)  The creditors may, at the meeting summoned under sub-paragraph (1), appoint some other person to be the liquidator for the purpose of winding up the affairs and distributing the assets of the limited liability partnership instead of the liquidator appointed by the limited liability partnership.
(3)  If the creditors appoint some other person under sub-paragraph (2), the winding up shall thereafter proceed as if the winding up were a creditors’ voluntary winding up.
(4)  Within 7 days after a meeting has been held pursuant to sub-paragraph (1), the liquidator or if some other person has been appointed by the creditors to be the liquidator, the person so appointed shall lodge with the Registrar and with the Official Receiver a notice in the prescribed form and if the liquidator or the person so appointed contravenes this sub-paragraph, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $800 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(5)  Where the liquidator has convened a meeting under sub-paragraph (1) and the creditors do not appoint a liquidator instead of the liquidator appointed by the limited liability partnership, the winding up shall thereafter proceed as if the winding up were a creditors’ voluntary winding up; but the liquidator shall not be required to summon an annual meeting of creditors at the end of the first year from the commencement of the winding up if the meeting held under sub-paragraph (1) was held less than 3 months before the end of that year.
Division 3 —
Provisions applicable only
to creditors’ voluntary winding up
Meeting of creditors
43.—(1)  The limited liability partnership shall cause a meeting of the creditors of the limited liability partnership to be summoned for the day, or the day next following the day, on which there is to be held the meeting at which the resolution for voluntary winding up is to be proposed, and shall cause the notices of the meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the meeting of the limited liability partnership.
(2)  The limited liability partnership shall convene the meeting at a time and place convenient to the majority in value of the creditors and shall —
(a)
give to the creditors at least 7 clear days’ notice by post of the meeting; and
(b)
send to each creditor with the notice, a statement showing the names of all creditors and the amounts of their claims.
(3)  The limited liability partnership shall cause notice of the meeting of the creditors to be advertised at least 7 days before the date of the meeting in a newspaper circulating in Singapore.
(4)  The managers of the limited liability partnership shall —
(a)
cause a full statement of the limited liability partnership’s affairs (verified in the prescribed form and manner) showing in respect of assets the method and manner in which the valuation of the assets was arrived at, together with a list of the creditors and the estimated amount of their claims to be laid before the meeting of creditors; and
(b)
appoint one of their number to attend the meeting.
(5)  The manager so appointed shall attend the meeting and disclose to the meeting the limited liability partnership’s affairs and the circumstances leading up to the proposed winding up.
(6)  The creditors may appoint one of their number or the manager appointed under sub-paragraph (4)(b) to preside at the meeting.
(7)  The chairman shall at the meeting determine whether the meeting has been held at a time and place convenient to the majority in value of the creditors and his decision shall be final.
(8)  If the chairman decides that the meeting has not been held at a time and place convenient to that majority, the meeting shall lapse and a further meeting shall be summoned by the limited liability partnership as soon as is practicable.
(9)  If the meeting of the limited liability partnership is adjourned and the resolution for winding up is passed at an adjourned meeting, any resolution passed at the meeting of the creditors shall have effect as if it had been passed immediately after the passing of the resolution for winding up.
(10)  If any provision in this paragraph is contravened, the limited liability partnership and any officer of the limited liability partnership who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
Liquidators
44.—(1)  The limited liability partnership shall, and the creditors may at their respective meetings, nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the limited liability partnership, and if the creditors and the limited liability partnership nominate different persons the person nominated by the creditors shall be liquidator, and if no person is nominated by the creditors the person nominated by the limited liability partnership shall be liquidator.
(2)  Notwithstanding sub-paragraph (1), where different persons are nominated, any manager, partner or creditor may, within 7 days after the date on which the nomination was made by the creditors, apply to the Court for an order directing that the person nominated as liquidator by the limited liability partnership shall be liquidator instead of or jointly with the person nominated by the creditors.
(3)  The committee of inspection or, if there is no such committee, the creditors may fix the remuneration to be paid to the liquidator.
(4)  On the appointment of a liquidator, all powers of control and management of the limited liability partnership conferred on any person shall cease, except so far as the committee of inspection, or, if there is no such committee, the creditors, approve the continuance thereof.
(5)  If a liquidator, other than a liquidator appointed by or by the direction of the Court, dies, resigns or otherwise vacates the office, the creditors may fill the vacancy and for the purpose of so doing a meeting of the creditors may be summoned by any 2 of their number.
Committee of inspection
45.—(1)  The creditors at the meeting summoned pursuant to paragraph 42 or 43 or at any subsequent meeting may, if they think fit, appoint a committee of inspection consisting of not more than 5 persons, whether creditors or not and, if such a committee is appointed, the limited liability partnership may, after the resolution for voluntary winding up has been passed, appoint such number of persons but not more than 5 as it thinks fit to act as members of the committee.
(2)  Notwithstanding sub-paragraph (1), the creditors may, if they think fit, resolve that all or any of the persons so appointed by the limited liability partnership ought not to be members of the committee of inspection and, if the creditors so resolve, the persons mentioned in the resolution shall not, unless the Court otherwise directs, be qualified to act as members of the committee, and on any application to the Court under this sub-paragraph the Court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution.
(3)  Subject to this paragraph and the rules made under this Act, paragraph 25 relating to the proceedings of and vacancies in committees of inspection shall apply with respect to a committee of inspection appointed under this paragraph.
Property and proceedings
46.—(1)  Any attachment, sequestration, distress or execution put in force against the estate or effects of the limited liability partnership after the commencement of a creditors’ voluntary winding up shall be void.
(2)  After the commencement of the winding up no action or proceeding shall be proceeded with or commenced against the limited liability partnership except by leave of the Court and subject to such terms as the Court imposes.
Division 4 —
Provisions applicable to
every voluntary winding up
Distribution of property of limited liability partnership
47.  Subject to the provisions of this Act as to preferential payments, the property of a limited liability partnership shall, on its winding up, be applied pari passu in satisfaction of its liabilities, and, subject to that application, shall, unless the limited liability partnership agreement otherwise provides, be distributed among the partners according to their rights and interests in the limited liability partnership.
Appointment of liquidator
48.  If from any cause there is no liquidator acting, the Court may appoint a liquidator.
Removal of liquidator
49.  The Court may, on cause shown, remove a liquidator and appoint another liquidator.
Review of liquidator’s remuneration
50.  Any partner or creditor or the liquidator may at any time before the dissolution of the limited liability partnership apply to the Court to review the amount of the remuneration of the liquidator, and the decision of the Court shall be final and conclusive.
Act of liquidator valid, etc.
51.—(1)  The acts of a liquidator shall be valid notwithstanding any defects that may afterwards be discovered in his appointment or qualification.
(2)  Any conveyance, assignment, transfer, mortgage, charge or other disposition of a limited liability partnership’s property made by a liquidator shall, notwithstanding any defect or irregularity affecting the validity of the winding up or the appointment of the liquidator be valid in favour of any person taking such property bona fide and for value and without notice of such defect or irregularity.
(3)  Every person making or permitting any disposition of property to any liquidator shall be protected and indemnified in so doing notwithstanding any defect or irregularity affecting the validity of the winding up or the appointment of the liquidator not then known to that person.
(4)  For the purposes of this paragraph, a disposition of property shall be taken as including a payment of money.
Powers and duties of liquidator
52.—(1)  The liquidator may —
(a)
in the case of a partners’ voluntary winding up, with the approval of a resolution of the partners and, in the case of a creditors’ voluntary winding up, with the approval of the Court or the committee of inspection, exercise any of the powers given by paragraph 20(1)(b), (c), (d) and (e) to a liquidator in a winding up by the Court;
(b)
exercise any of the other powers by this Act given to the liquidator in a winding up by the Court; or
(c)
summon meetings of the partners for the purpose of obtaining the sanction of the partners by resolution in respect of any matter or for any other purpose he thinks fit.
(2)  The liquidator shall pay the debts of the limited liability partnership and adjust the rights of the partners among themselves.
(3)  When several liquidators are appointed, any power given by this Act may be exercised by such one or more of them as is determined at the time of their appointment, or in default of such determination by any number not less than 2.
Power of liquidator to accept shares, etc., as consideration for sale of property of limited liability partnership
53.—(1)  Where it is proposed that the whole or part of the business or property of a limited liability partnership (referred to in this paragraph as the limited liability partnership) be transferred or sold to another corporation (referred to in this paragraph as the corporation), the liquidator of the limited liability partnership may, with the sanction of a resolution of the partners conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, debentures, policies or other like interests in the corporation for distribution among the partners of the limited liability partnership, or may enter into any other arrangement whereby the partners of the limited liability partnership may, in lieu of receiving cash, shares, debentures, policies or other like interests or in addition thereto, participate in the profits of or receive any other benefit from the corporation and any such transfer, sale or arrangement shall be binding on the partners of the limited liability partnership.
(2)  If any partner of the limited liability partnership expresses his dissent therefrom in writing addressed to the liquidator and left at the registered office of the liquidator within 7 days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration in the manner provided by this paragraph.
(3)  If the liquidator elects to purchase the partner’s interest, the purchase money shall be paid before the limited liability partnership is dissolved and be raised by the liquidator in such manner as is determined by resolution.
(4)  A resolution shall not be invalid for the purposes of this paragraph by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators but, if an order for winding up the limited liability partnership by the Court is made within a year after the passing of the resolution, the resolution shall not be valid unless sanctioned by the Court.
(5)  For the purposes of an arbitration under this paragraph, the Arbitration Act (Cap. 10) shall apply as if there were a submission for reference to 2 arbitrators, one to be appointed by each party; and the appointment of an arbitrator may be made under the hand of the liquidator, or if there is more than one liquidator then under the hands of any 2 or more of the liquidators; and the Court may give any directions necessary for the initiation and conduct of the arbitration and such direction shall be binding on the parties.
(6)  In the case of a creditors’ voluntary winding up, the powers of the liquidator under this paragraph shall not be exercised except with the approval of the Court or the committee of inspection.
Annual meeting of partners and creditors
54.—(1)  If the winding up continues for more than one year, the liquidator shall summon a meeting of the partners in the case of a partners’ voluntary winding up, and of the partners and the creditors in the case of a creditors’ voluntary winding up, at the end of the first year from the commencement of the winding up and of each succeeding year or not more than 3 months thereafter, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year.
(2)  The liquidator shall cause the notices of the meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the meeting of the limited liability partnership.
(3)  Every liquidator who contravenes this paragraph shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
Final meeting and dissolution
55.—(1)  As soon as the affairs of the limited liability partnership are fully wound up, the liquidator shall make up an account showing how the winding up has been conducted and the property of the limited liability partnership has been disposed of, and thereupon shall call a general meeting of the limited liability partnership, or in the case of a creditors’ voluntary winding up a meeting of the limited liability partnership and the creditors, for the purpose of laying before it the account and giving any explanation thereof.
(2)  The meeting shall be called by advertisement published in at least 4 local daily newspapers, one each in the English, Malay, Chinese and Tamil languages which advertisement shall specify the time, place and object of the meeting and shall be published at least one month before the meeting, except that when a declaration is made by the liquidator and filed with the Official Receiver that neither at the date of commencement of the winding up nor since that date has the limited liability partnership had trade creditors, the advertisement referred to in this sub-paragraph need only be published in a newspaper circulating generally throughout Singapore.
(3)  The liquidator shall within 7 days after the meeting lodge with the Registrar and the Official Receiver a return of the holding of the meeting and of its date with a copy of the account attached to such return, and if the return or copy of the account is not so lodged the liquidator shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(4)  The quorum at a meeting of the limited liability partnership shall be 2 and at a meeting of the limited liability partnership and the creditors shall be 2 partners and 2 creditors and if a quorum is not present at the meeting, the liquidator shall in lieu of the return mentioned in sub-paragraph (3) lodge a return (with account attached) that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being lodged sub-paragraph (3) as to the lodging of the return shall be deemed to have been complied with.
(5)  On the expiration of 3 months after the lodging of the return with the Registrar and with the Official Receiver, the limited liability partnership shall be dissolved.
(6)  Notwithstanding sub-paragraph (5), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the limited liability partnership is to take effect for such time as the Court thinks fit.
(7)  The person on whose application an order of the Court under this paragraph is made shall, within 14 days after the making of the order, lodge with the Registrar and with the Official Receiver a copy of the order and an office copy of the order, respectively, and if he fails to do so he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
(8)  If the liquidator fails to call a meeting as required by this paragraph, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
Arrangement when binding on creditors
56.—(1)  Any arrangement entered into between a limited liability partnership about to be or in the course of being wound up and its creditors shall, subject to the right of appeal under this paragraph, be binding on the limited liability partnership if sanctioned by a resolution passed by the partners, and on the creditors if acceded to by 75% in value and 50% in number of the creditors, every creditor for under $50 being reckoned in value only.
(2)  A creditor shall be accounted a creditor for value for such sum as upon an account fairly stated, after allowing the value of security or liens held by him and the amount of any debt or set-off owing by him to the debtor, appears to be the balance due to him.
(3)  Any dispute with regard to the value of any such security or lien or the amount of such debt or set-off may be settled by the Court on the application of the limited liability partnership, the liquidator or the creditor.
(4)  Any creditor or partner may within 3 weeks from the completion of the arrangement appeal to the Court against it, and the Court may thereupon, as it thinks just, amend, vary or confirm the arrangement.
Application to Court to have questions determined or powers exercised
57.—(1)  The liquidator or any partner or creditor may apply to the Court —
(a)
to determine any question arising in the winding up of a limited liability partnership; or
(b)
to exercise all or any of the powers which the Court might exercise if the limited liability partnership were being wound up by the Court.
(2)  The Court, if satisfied that the determination of the question or the exercise of power will be just and beneficial, may accede wholly or partially to any such application on such terms and conditions as it thinks fit or may make such other order on the application as it thinks just.
Costs
58.  All proper costs, charges and expenses of and incidental to the winding up including the remuneration of the liquidator shall be payable out of the assets of the limited liability partnership in priority to all other claims.
Limitation on right to wind up voluntarily
59.  Where an application has been made to the Court to wind up a limited liability partnership on the ground that it is unable to pay its debts the limited liability partnership shall not, without the leave of the Court, resolve that it be wound up voluntarily.
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Part IV
Provisions Applicable to
Every Mode of Winding Up
Division 1 —
General
Books to be kept by liquidator and control of Court over liquidator
60.—(1)  Every liquidator shall keep proper books in which he shall cause to be made entries or minutes of proceedings at meetings and of such other matters as are prescribed, and any creditor or partner may, subject to the control of the Court, personally or by his agent inspect them.
(2)  The Court shall take cognizance of the conduct of liquidators, and if a liquidator does not faithfully perform his duties and observe the prescribed requirements or the requirements of the Court or if any complaint is made to the Court by any creditor or partner or by the Official Receiver in regard thereto, the Court shall inquire into the matter and take such action as it thinks fit.
(3)  The Registrar or the Official Receiver may report to the Court any matter which in his opinion is a misfeasance, neglect or omission on the part of the liquidator and the Court may order the liquidator to make good any loss which the estate of the limited liability partnership has sustained thereby and make such other order as the Court thinks fit.
(4)  The Court may at any time require any liquidator to answer any inquiry in relation to the winding up and may examine him or any other person on oath concerning the winding up and may direct an investigation to be made of the books and vouchers of the liquidator.
(5)  The Court may require any partner, trustee, receiver, banker, agent or officer of the limited liability partnership to pay, deliver, convey, surrender or transfer to the liquidator or provisional liquidator immediately or within such time as the Court directs any money, property, books and papers in his hands to which the limited liability partnership is prima facie entitled.
Powers of Official Receiver where no committee of inspection
61.—(1)  Where a person other than the Official Receiver is the liquidator and there is no committee of inspection, the Official Receiver may, on the application of the liquidator, do any act or thing or give any direction or permission which is by this Act authorised or required to be done or given by the committee.
(2)  Where the Official Receiver is the liquidator and there is no committee of inspection, the Official Receiver may in his discretion do any act or thing which is by this Act required to be done by, or subject to any direction or permission given by, the committee.
Appeal against decision of liquidator
62.  Any person aggrieved by any act or decision of the liquidator may apply to the Court which may confirm, reverse or modify the act or decision complained of and make such order as the Court thinks just.
Notice of appointment and address of liquidator
63.—(1)  A liquidator shall, within 14 days after his appointment, lodge with the Registrar and with the Official Receiver notice in the prescribed form of his appointment and of the situation of his office and in the event of any change in the situation of his office shall within 14 days after the change lodge with the Registrar and with the Official Receiver notice in the prescribed form of the change.
(2)  Service made by leaving any document at or sending it by post addressed to the address of the office of the liquidator given in any such notice lodged with the Registrar shall be deemed to be good service upon the liquidator and upon the limited liability partnership.
(3)  A liquidator shall, within 14 days after his resignation or removal from office, lodge with the Registrar and with the Official Receiver notice thereof in the prescribed form.
(4)  If a liquidator contravenes this paragraph, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
Liquidator’s accounts
64.—(1)  Every liquidator shall, within one month after the expiration of a period of 6 months from the date of his appointment and of every subsequent period of 6 months and in any case within one month after he ceases to act as liquidator and immediately after obtaining an order of release, lodge with the Official Receiver in the prescribed form and verified by statutory declaration an account of his receipts and payments and a statement of the position in the winding up, and any liquidator who fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(2)  The liquidator referred to in sub-paragraph (1) shall also lodge with the Registrar a notice in the prescribed form of the matters referred to in that sub-paragraph and, if he fails to do so, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
(3)  The Official Receiver may cause the account of any liquidation to be audited by a public accountant, and for the purpose of the audit the liquidator shall furnish the public accountant with such vouchers and information as he requires, and the public accountant may at any time require the production of and inspect any books or accounts kept by the liquidator.
(4)  A copy of the account or, if audited, a copy of the audited account shall be kept by the liquidator and the copy shall be open to the inspection of any creditor or of any person interested at the office of the liquidator.
(5)  The liquidator shall —
(a)
give notice that the account has been made up to every creditor and partner when next forwarding any report, notice of meeting, notice of call or dividend; and
(b)
in such notice inform the creditors and partners at what address and between what hours the account may be inspected.
(6)  The costs of an audit under this paragraph shall be fixed by the Official Receiver and shall be part of the expenses of winding up.
Liquidator to make good defaults
65.—(1)  If any liquidator who has made any default in lodging or making any application, return, account or other document, or in giving any notice which he is by law required to lodge, make or give, fails to make good the default within 14 days after the service on him of a notice requiring him to do so, the Court may, on the application of any partner or creditor of the limited liability partnership or the Official Receiver, make an order directing the liquidator to make good the default within such time as is specified in the order.
(2)  Any order made under sub-paragraph (1) may provide that all costs of and incidental to the application shall be borne by the liquidator.
(3)  Nothing in sub-paragraph (1) shall prejudice the operation of any written law imposing penalties on a liquidator in respect of any such default.
Notification that a limited liability partnership is in liquidation
66.—(1)  Where a limited liability partnership is being wound up, every invoice, order for goods or business letter issued by or on behalf of the limited liability partnership or a liquidator of the limited liability partnership or a receiver or manager of the property of the limited liability partnership, being a document on or in which the name of the limited liability partnership appears, shall have the words “in liquidation” added after the name of the limited liability partnership where it first appears therein.
(2)  If sub-paragraph (1) is contravened, the limited liability partnership, and every officer of the limited liability partnership or liquidator and every receiver or manager who knowingly and wilfully authorises or permits the default, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400.
Books of limited liability partnership
67.—(1)  Where a limited liability partnership is being wound up, all books and papers of the limited liability partnership and of the liquidator that are relevant to the affairs of the limited liability partnership at or subsequent to the commencement of the winding up of the limited liability partnership shall, as between the partners of the limited liability partnership, be prima facie evidence of the truth of all matters purporting to be therein recorded.
(2)  When a limited liability partnership has been wound up the liquidator shall retain the books and papers referred to in sub-paragraph (1) for a period of 2 years from the date of dissolution of the limited liability partnership and at the expiration of that period may destroy them.
(3)  Notwithstanding sub-paragraph (2), when a limited liability partnership has been wound up, the books and papers referred to in sub-paragraph (1) may be destroyed within a period of 2 years after the dissolution of the limited liability partnership —
(a)
in the case of a winding up by the Court, in accordance with the directions of the Court;
(b)
in the case of a partners’ voluntary winding up, as the partners by resolution direct; and
(c)
in the case of a creditors’ voluntary winding up, as the committee of inspection, or, if there is no such committee, as the creditors of the limited liability partnership direct.
(4)  No responsibility shall rest on the limited liability partnership or the liquidator by reason of any such book or paper not being forthcoming to any person claiming to be interested therein if such book or paper has been destroyed in accordance with this paragraph.
(5)  Any person who contravenes sub-paragraph (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
Investment of surplus funds on general account
68.—(1)  Whenever the cash balance standing to the credit of any limited liability partnership in liquidation is in excess of the amount which, in the opinion of the committee of inspection, or, if there is no committee of inspection, of the liquidator, is required for the time being to answer demands in respect of the estate of the limited liability partnership, the liquidator, if so directed in writing by the committee of inspection, or, if there is no committee of inspection, the liquidator himself, may, unless the Court on application by any creditor thinks fit to direct otherwise and so orders, invest the sum or any part thereof in securities issued by the Government of Singapore or of Malaysia or place it on deposit at interest with any bank, and any interest received in respect thereof shall form part of the assets of the limited liability partnership.
(2)  Whenever any part of the money so invested is, in the opinion of the committee of inspection, or, if there is no committee of inspection, of the liquidator, required to answer any demands in respect of the limited liability partnership’s estate, the committee of inspection may direct, or, if there is no committee of inspection, the liquidator may arrange for the sale or realisation of such part of those securities as is necessary.
Unclaimed assets to be paid to Official Receiver
69.—(1)  Where a liquidator has in his hands or under his control —
(a)
any unclaimed dividend or other moneys which have remained unclaimed for more than 6 months from the date when the dividend or other moneys became payable; or
(b)
after making final distribution, any unclaimed or undistributed moneys arising from the property of the limited liability partnership,
he shall immediately pay those moneys to the Official Receiver to be placed to the credit of the Limited Liability Partnerships Liquidation Account and shall be entitled to the prescribed certificate of receipt for the moneys so paid and that certificate shall be an effectual discharge to him in respect thereof.
(2)  The Court may, at any time on the application of the Official Receiver, order any liquidator to submit to it an account of any unclaimed or undistributed funds, dividends or other moneys in his hands or under his control verified by affidavit and may direct an audit thereof and may direct him to pay those moneys to the Official Receiver to be placed to the credit of the account referred to in sub-paragraph (1).
(3)  The interest arising from the investment of the moneys standing to the credit of the account referred to in sub-paragraph (1) shall be paid into the Consolidated Fund.
(4)  For the purposes of this paragraph, the Court may exercise all the powers conferred by this Act with respect to the discovery and realisation of the property of the limited liability partnership and the provisions of this Act with respect thereto shall with such adaptations as are prescribed apply to proceedings under this paragraph.
(5)  This paragraph shall not, except as expressly declared in this Act, deprive any person of any other right or remedy to which he is entitled against the liquidator or any other person.
(6)  If any claimant makes any demand for any money placed to the credit of the account referred to in sub-paragraph (1), the Official Receiver upon being satisfied that the claimant is the owner of the money shall authorise payment thereof to be made to him out of that account or, if it has been paid into the Consolidated Fund, may authorise payment of a like amount to be made to him out of moneys made available by Parliament for the purpose.
(7)  Any person dissatisfied with the decision of the Official Receiver in respect of a claim made in pursuance of sub-paragraph (6) may appeal to the Court which may confirm, disallow or vary the decision.
(8)  Where any unclaimed moneys paid to any claimant are afterwards claimed by any other person, that other person shall not be entitled to any payment out of the account referred to in sub-paragraph (1) or out of the Consolidated Fund but such person may have recourse against the claimant to whom the unclaimed moneys have been paid.
(9)  Any unclaimed moneys paid to the credit of the account referred to in sub-paragraph (1) to the extent to which the unclaimed moneys have not been under this paragraph paid out of that account shall, on the lapse of 7 years from the date of the payment of the moneys to the credit of that account, be paid into the Consolidated Fund.
Outstanding assets of limited liability partnership wound up on grounds of national security or interest
70.  Notwithstanding any written law or rule of law to the contrary, upon a limited liability partnership being wound up under paragraph 3(1)(f) on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, order that any assets of the limited liability partnership remaining after payment of its debts and liabilities and the costs, charges and expenses of the winding up shall be paid into the Consolidated Fund.
Expenses of winding up where assets insufficient
71.—(1)  Unless expressly directed to do so by the Official Receiver, a liquidator shall not be liable to incur any expense in relation to the winding up of a limited liability partnership unless there are sufficient available assets.
(2)  The Official Receiver may, on the application of a creditor or a partner, direct a liquidator to incur a particular expense on condition that the creditor or partner indemnifies the liquidator in respect of the recovery of the amount expended and, if the Official Receiver so directs, gives such security to secure the amount of the indemnity as the Official Receiver thinks reasonable.
Resolutions passed at adjourned meetings of creditors and partners
72.  Subject to paragraph 43(9), where a resolution is passed at an adjourned meeting of any creditors or partners of a limited liability partnership, the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed and not on any earlier date.
Meetings to ascertain wishes of creditors or partners
73.—(1)  The Court may, as to all matters relating to the winding up of a limited liability partnership, have regard to the wishes of the creditors or partners as proved to it by any sufficient evidence, and may if it thinks fit for the purpose of ascertaining those wishes direct meetings of the creditors or partners to be called, held and conducted in such manner as the Court directs, and may appoint a person to act as chairman of any such meeting and to report the result thereof to the Court.
(2)  In the case of creditors, regard shall be had to the value of each creditor’s debt.
(3)  In the case of partners, regard shall be had to the number of votes conferred on each partner by this Act or the limited liability partnership agreement.
Special commission for receiving evidence
74.—(1)  District Judges shall be commissioners for the purpose of taking evidence under this Schedule, and the Court may refer the whole or any part of the examination of any witnesses under this Schedule to any person hereby appointed commissioner.
(2)  Every commissioner shall, in addition to any powers which he might lawfully exercise as a District Judge, have in the matter so referred to him the same powers as the Court of summoning and examining witnesses, of requiring the production or delivery of documents, of punishing defaults by witnesses and of allowing costs and expenses to witnesses.
(3)  Unless otherwise ordered by the Court, the taking of evidence by commissioners shall be in open court and shall be open to the public.
(4)  The examination so taken shall be returned or reported to the Court in such manner as the Court directs.
Division 2 —
Proof and ranking of claims
Proof of debts
75.—(1)  In every winding up all debts payable on a contingency, and all claims against the limited liability partnership, present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the limited liability partnership, a just estimate being made, so far as possible, of the value of such debts or claims as are subject to any contingency or sound only in damages, or for some other reason do not bear a certain value.
(2)  Subject to paragraph 76, in the winding up of an insolvent limited liability partnership the same rules shall prevail and be observed with regard to the respective rights of secured and unsecured creditors and debts provable and the valuation of annuities and future and contingent liabilities as are in force for the time being under the law relating to bankruptcy in relation to the estates of bankrupt persons, and all persons, who in any such case would be entitled to prove for and receive dividends out of the assets of the limited liability partnership, may come in under the winding up and make such claims against the limited liability partnership as they respectively are entitled to by virtue of this paragraph.
Priorities
76.—(1)  Subject to the provisions of this Act, in a winding up there shall be paid in priority to all other unsecured debts —
(a)
firstly, the costs and expenses of the winding up including the taxed costs of the applicant for the winding up order payable under paragraph 5, the remuneration of the liquidator and the costs of any audit carried out pursuant to paragraph 64;
(b)
secondly, subject to sub-paragraph (2), all wages or salary (whether or not earned wholly or in part by way of commission) including any amount payable by way of allowance or reimbursement under any contract of employment or award or agreement regulating conditions of employment of any employee;
(c)
thirdly, subject to sub-paragraph (2), the amount due to an employee as a retrenchment benefit or ex gratia payment under any contract of employment or award or agreement that regulates conditions of employment whether such amount becomes payable before, on or after the commencement of the winding up;
(d)
fourthly, all amounts due in respect of work injury compensation under the Work Injury Compensation Act (Cap. 354) accrued before, on or after the commencement of the winding up;
(e)
fifthly, all amounts due in respect of contributions payable during the 12 months next before, on or after the commencement of the winding up by the limited liability partnership as the employer of any person under any written law relating to employees’ superannuation or provident funds or under any scheme of superannuation which is an approved scheme under the law relating to income tax;
(f)
sixthly, all remuneration payable to any employee in respect of vacation leave, or in the case of his death to any other person in his right, accrued in respect of any period before, on or after the commencement of the winding up; and
(g)
seventhly, the amount of all tax assessed and all goods and services tax due under any written law before the date of the commencement of the winding up or assessed at any time before the time fixed for the proving of debts has expired.
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[5/2008 wef 01/04/2008]
(2)  The amount payable under sub-paragraph (1)(b) and (c) shall not exceed an amount that is equivalent to 5 months’ salary whether for time or piecework in respect of services rendered by him to the limited liability partnership or $7,500, whichever is the lesser.
(3)  The Minister may, by order published in the Gazette, amend sub-paragraph (2) by varying the amount specified in that sub-paragraph as the maximum amount payable under sub-paragraph (1)(b) and (c).
(4)  In sub-paragraph (1)(b) and (c) —
“employee” means a person who has entered into or works under a contract of service with an employer and includes a subcontractor of labour;
“ex gratia payment” means the amount payable to an employee on the winding up of a limited liability partnership or on the termination of his service by his employer on the ground of redundancy or by reason of any re-organisation of the employer, profession, business, trade or work, and
“the amount payable to an employee” for these purposes means the amount stipulated in any contract of employment, award or agreement, as the case may be;
“retrenchment benefit” means the amount payable to an employee on the winding up of a limited liability partnership or on the termination of his service by his employer on the ground of redundancy or by reason of any re-organisation of the employer, profession, business, trade or work, and “the amount payable to an employee” for these purposes means the amount stipulated in any contract of employment, award or agreement, as the case may be, or if no amount is stipulated therein, such amount as is stipulated by the Commissioner for Labour.
“wages or salary” shall be deemed to include —
(i)
all arrears of money due to a subcontractor of labour;
(ii)
any amount payable to an employee on account of wages or salary during a period of notice of termination of employment or in lieu of notice of such termination, as the case may be, whether such amount becomes payable before, on or after the commencement of the winding up; and
(iii)
any amount payable to an employee, on termination of his employment, as a gratuity under any contract of employment, or under any award or agreement that regulates conditions of employment whether such amount becomes payable before, on or after the commencement of the winding up.
(5)  The debts in each class, specified in sub-paragraph (1), shall rank in the order therein specified but as between debts of the same class shall rank equally between themselves, and shall be paid in full, unless the property of the limited liability partnership is insufficient to meet them, in which case they shall abate in equal proportions between themselves.
(6)  Where any payment has been made to any employee of the limited liability partnership on account of wages, salary or vacation leave out of money advanced by a person for that purpose, the person by whom the money was advanced shall, in a winding up, have a right of priority in respect of the money so advanced and paid, up to the amount by which the sum in respect of which the employee would have been entitled to priority in the winding up has been diminished by reason of the payment, and shall have the same right of priority in respect of that amount as the employee would have had if the payment had not been made.
(7)  So far as the assets of the limited liability partnership available for payment of general creditors are insufficient to meet any preferential debts specified in sub-paragraph (1)(a), (b), (c), (e) and (f) and any amount payable in priority by virtue of sub-paragraph (6), those debts shall have priority over the claims of the holders of debentures under any floating charge created by the limited liability partnership (which charge, as created, was a floating charge), and shall be paid accordingly out of any property comprised in or subject to that charge.
(8)  Where the limited liability partnership is under a contract of insurance (entered into before the commencement of the winding up) insured against liability to third parties, then if any such liability is incurred by the limited liability partnership (either before or after the commencement of the winding up) and an amount in respect of that liability is or has been received by the limited liability partnership or the liquidator from the insurer, the amount shall, after deducting any expenses of or incidental to getting in such amount, be paid by the liquidator to the third party in respect of whom the liability was incurred to the extent necessary to discharge that liability or any part of that liability remaining undischarged in priority to all payments in respect of the debts referred to in sub-paragraph (1).
(9)  If the liability of the insurer to the limited liability partnership is less than the liability of the limited liability partnership to the third party, nothing in sub-paragraph (8) shall limit the rights of the third party in respect of the balance.
(10)  Notwithstanding anything in sub-paragraph (1) —
(a)
sub-paragraph (1)(d) shall not apply in relation to the winding up of a limited liability partnership in any case where the limited liability partnership is being wound up voluntarily merely for the purpose of reconstruction or of amalgamation with another limited liability partnership and the right to the compensation has on the reconstruction or amalgamation been preserved to the person entitled thereto, or where the limited liability partnership has entered into a contract with an insurer in respect of any liability under any law relating to work injury compensation; and
(b)
where a limited liability partnership has given security for the payment or repayment of any amount to which sub-paragraph (1)(g) relates, sub-paragraph (1)(g) shall apply only in relation to the balance of any such amount remaining due after deducting therefrom the net amount realised from such security.
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(11)  Where in any winding up assets have been recovered under an indemnity for costs of litigation given by certain creditors, or have been protected or preserved by the payment of moneys or the giving of indemnity by creditors, or where expenses in relation to which a creditor has indemnified a liquidator have been recovered, the Court may make such order as it thinks just with respect to the distribution of those assets and the amount of those expenses so recovered with a view to giving those creditors an advantage over others in consideration of the risks run by them in so doing.
Division 3 —
Effect on other transactions
Transactions at an undervalue
77.—(1)  Subject to this paragraph and paragraphs 79 and 81, where a limited liability partnership is wound up and it has at the relevant time (as defined in paragraph 79) entered into a transaction with any person at an undervalue, the Official Assignee may apply to the Court for an order under this paragraph.
(2)  The Court shall, on such an application, make such order as it thinks fit for restoring the position to what it would have been if that limited liability partnership had not entered into that transaction.
(3)  The Court shall not make an order under sub-paragraph (2) in respect of a transaction at an undervalue if it is satisfied that —
(a)
the limited liability partnership which entered into the transaction did so in good faith and for the purpose of carrying on its business; and
(b)
that at the time it did so, there were reasonable grounds for believing that the transaction would benefit the limited liability partnership.
(4)  For the purposes of this paragraph and paragraphs 79 and 81, a limited liability partnership enters into a transaction with a person at an undervalue if —
(a)
it makes a gift to that person or it otherwise enters into a transaction with that person on terms that provide for it to receive no consideration; or
(b)
it enters into a transaction with that person for a consideration the value of which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the limited liability partnership.
Unfair preferences
78.—(1)  Subject to this paragraph and paragraphs 79 and 81, where a limited liability partnership is wound up and it has, at the relevant time (as defined in paragraph 79), given an unfair preference to any person, the Official Assignee may apply to the Court for an order under this paragraph.
(2)  The Court shall, on such an application, make such order as it thinks fit for restoring the position to what it would have been if that limited liability partnership had not given that unfair preference.
(3)  For the purposes of this paragraph and paragraphs 79 and 81, a limited liability partnership gives an unfair preference to a person if —
(a)
that person is one of the limited liability partnership’s creditors or a surety or guarantor for any of its debts or other liabilities; and
(b)
the limited liability partnership does anything or suffers anything to be done which (in either case) has the effect of putting that person into a position which, in the event of the limited liability partnership’s liquidation, will be better than the position he would have been in if that thing had not been done.
(4)  The Court shall not make an order under this paragraph in respect of an unfair preference given to any person unless the limited liability partnership which gave the preference was influenced in deciding to give it by a desire to produce in relation to that person the effect mentioned in sub-paragraph (3)(b).
(5)  A limited liability partnership which has given an unfair preference to a person connected with the limited liability partnership (otherwise than by reason only of being its employee) at the time the unfair preference was given shall be presumed, unless the contrary is shown, to have been influenced in deciding to give it by such a desire as is mentioned in sub-paragraph (4).
(6)  The fact that something has been done in pursuance of the order of a court does not, without more, prevent the doing or suffering of that thing from constituting the giving of an unfair preference.
(7)  This paragraph shall apply without prejudice to the operation of paragraph 85.
Relevant time under paragraphs 77 and 78
79.—(1)  Subject to this paragraph, the time at which a limited liability partnership enters into a transaction at an undervalue or gives an unfair preference shall be a relevant time if the transaction is entered into or the preference given —
(a)
in the case of a transaction at an undervalue, within the period of 5 years ending on the day which the winding up of the limited liability partnership is deemed by this Schedule to have commenced;
(b)
in the case of an unfair preference which is not a transaction at an undervalue and is given to a person who is connected with the limited liability partnership (otherwise than by reason only of being its employee), within the period of 2 years ending on that day; and
(c)
in any other case of an unfair preference which is not a transaction at an undervalue, within the period of 6 months ending on that day.
(2)  Where a limited liability partnership enters into a transaction at an undervalue or gives an unfair preference at a time mentioned in sub-paragraph (1)(a), (b) or (c), that time is not a relevant time for the purposes of paragraphs 77 and 78 unless the limited liability partnership —
(a)
is insolvent at that time; or
(b)
becomes insolvent in consequence of the transaction or preference.
(3)  Where a transaction is entered into at an undervalue by a limited liability partnership with a person who is connected to the limited liability partnership (otherwise than by reason only of being its employee), the requirements under sub-paragraph (2) shall be presumed to be satisfied unless the contrary is shown.
(4)  For the purposes of sub-paragraph (2), a limited liability partnership shall be insolvent if —
(a)
it is unable to pay its debts as they fall due; or
(b)
the value of its assets is less than the amount of its liabilities.
Meaning of “connected with”
80.—(1)  For the purposes of paragraphs 78 and 79, any question whether a person is connected with a limited liability partnership shall be determined in accordance with this paragraph.
(2)  A person is connected with a limited liability partnership if he is —
(a)
a partner of the limited liability partnership or an associate of such a partner; or
(b)
an associate of the limited liability partnership.
(3)  A person is an associate of an individual if that person is the individual’s spouse, or is a relative, or the spouse of a relative of, the individual or his spouse.
(4)  A person is an associate of any person with whom he is in partnership, and of the spouse or relative of any individual with whom he is in partnership.
(5)  A person is an associate of any person whom he employs or by whom he is employed and for this purpose, any director or other officer of a company shall be treated as employed by that company and any partner of a limited liability partnership shall be treated as employed by that limited liability partnership.
(6)  A person in his capacity as trustee of a trust is an associate of another person if the beneficiaries of the trust include, or the terms of the trust confer a power that may be exercised for the benefit of, that person or an associate of that person.
(7)  A limited liability partnership or company shall be regarded as an associate of another limited liability partnership or company if —
(a)
the same person has control of both entities, or a person has control of one entity and persons who are his associates, or he and persons who are his associates, have control of the other entity; or
(b)
a group of 2 or more persons has control of each entity, and such groups either consist of the same persons or could be regarded as consisting of the same persons by treating (in one or more cases) a member of either group as replaced by a person of whom he is an associate.
(8)  A limited liability partnership or company is an associate of a person if that person has control of it or if that person and other persons who are his associates together have control of it.
(9)  For the purposes of this paragraph, a person is a relative of an individual if he is that individual’s brother, sister, uncle, aunt, nephew, niece, lineal ancestor or lineal descendant, treating —
(a)
any relationship of the half blood as a relationship of the whole blood and the step-child or adopted child of any person as his child; and
(b)
an illegitimate child as the legitimate child of his mother and reputed father.
(10)  References in this paragraph to a spouse shall include a former spouse.
(11)  For the purposes of this paragraph, a person shall be taken to have control of a limited liability partnership or company if —
(a)
the partners of the limited liability partnership or directors of the company or the partners or directors of another entity which has control of the partnership or company, as the case may be (or any of them), are accustomed to act in accordance with his directions or instructions; or
(b)
he is entitled to exercise, or control the exercise of, one-third or more of the voting power at any meeting of the limited liability partnership or general meeting of the company or of another entity which has control of the partnership or company, as the case may be, and where 2 or more persons together satisfy sub-paragraph (a) or (b), they shall be taken to have control of the limited liability partnership or company.
(12)  In this paragraph, “company” includes any body corporate (whether incorporated in Singapore or elsewhere); and references to directors and other officers of a company and to voting power at any general meeting of a company shall have effect with any necessary modifications.
Orders under paragraphs 77 and 78
81.—(1)  Without prejudice to the generality of paragraphs 77(2) and 78(2), an order under either of those paragraphs with respect to a transaction or preference entered into or given by a limited liability partnership which is subsequently wound up may, subject to this paragraph —
(a)
require any property transferred as part of the transaction, or in connection with the giving of the preference, to be vested in the limited liability partnership;
(b)
require any property to be so vested if it represents in any person’s hands the application of the proceeds of sale of property so transferred or of money so transferred;
(c)
release or discharge (in whole or in part) any security given by the limited liability partnership;
(d)
require any person to pay, in respect of benefits received by him from the limited liability partnership, such sums to the liquidator as the Court may direct;
(e)
provide for any surety or guarantor whose obligations to any person were released or discharged (in whole or in part) under the transaction or by the giving of the preference to be under such new or revived obligations to that person as the Court thinks appropriate;
(f)
provide for security to be provided for the discharge of any obligation imposed by or arising under the order, for such an obligation to be charged on any property and for the security or charge to have the same priority as a security or charge released or discharged (in whole or in part) under the transaction or by the giving of the unfair preference; and
(g)
provide for the extent to which any person whose property is vested by the order in the limited liability partnership, or on whom obligations are imposed by the order, is to be able to prove in the winding up of the limited liability partnership for debts or other liabilities which arose from, or were released or discharged (in whole or in part) under or by, the transaction or the giving of the unfair preference.
(2)  An order under paragraph 77 or 78 may affect the property of, or impose any obligation on, any person whether or not he is the person with whom the limited liability partnership in question entered into the transaction or, as the case may be, the person to whom the unfair preference was given.
(3)  An order under paragraph 77 or 78 shall not —
(a)
prejudice any interest in property which was acquired from a person other than that limited liability partnership and was acquired in good faith, for value and without notice of the relevant circumstances, or prejudice any interest deriving from such an interest; or
(b)
require a person who received a benefit from the transaction or unfair preference in good faith, for value and without notice of the relevant circumstances to pay a sum to the liquidator, except where he was a party to the transaction or the payment is to be in respect of an unfair preference given to that person at a time when he was a creditor of that limited liability partnership.
(4)  For the purposes of this paragraph, the relevant circumstances, in relation to a transaction or unfair preference, shall be —
(a)
the circumstances by virtue of which an order under paragraph 77 or 78 could be made in respect of the transaction or preference if the limited liability partnership in question were wound up within the particular period after the transaction is entered into or the unfair preference given; and
(b)
if that period has expired, the fact that that limited liability partnership has been wound up within that period.
Extortionate credit transactions
82.—(1)  This paragraph shall apply where a limited liability partnership which is wound up is or has been a party to a transaction for or involving the provision to it of credit.
(2)  The Court may, on the application of the liquidator, make an order with respect to the transaction if the transaction is or was extortionate and was entered into within 3 years before the commencement of the winding up.
(3)  For the purposes of this paragraph, a transaction shall be extortionate if, having regard to the risk accepted by the person providing the credit —
(a)
the terms of it are or were such as to require grossly exorbitant payments to be made (whether unconditionally or in certain contingencies) in respect of the provision of the credit; or
(b)
it is harsh and unconscionable or substantially unfair, and it shall be presumed, unless the contrary is proved, that the transaction was extortionate.
(4)  An order under this paragraph may contain one or more of the following:
(a)
provision setting aside the whole or part of any obligation created by the transaction;
(b)
provision varying the terms of the transaction or varying the terms on which any security for the purposes of the transaction is held;
(c)
provision requiring any person who is or was a party to the transaction to pay the liquidator any sums paid to that person;
(d)
provision requiring any person to surrender to the liquidator any property held by him as security for the purposes of the transaction;
(e)
provision directing accounts to be taken between any persons.
(5)  Any sums or property required to be paid or surrendered to the liquidator in accordance with an order under this paragraph shall be comprised in the bankrupt’s estate.
Avoidance of general assignment of book debts
83.—(1)  This paragraph shall apply where a limited liability partnership makes a general assignment to another person of its existing or future book debts, or any class of them, and is subsequently wound up.
(2)  The assignment shall be void against the liquidator as regards book debts which were not paid before the commencement of winding up of the limited liability partnership, unless the assignment has been registered under the Bills of Sale Act (Cap. 24).
(3)  For the purposes of this paragraph —
“assignment” includes an assignment by way of security or charge on book debts;
“general assignment” does not include —
(a)
an assignment of book debts due at the date of the assignment from specified debtors or of debts becoming due under specified contracts; or
(b)
an assignment of book debts included either in a transfer of a business made in good faith and for value or in an assignment of assets for the benefit of creditors generally.
(4)  For the purposes of registration under the Bills of Sale Act (Cap. 24), an assignment of book debts shall be treated as if it were a bill of sale given otherwise than by way of security for the payment of a sum of money.
(5)  The provisions of the Bills of Sale Act with respect to the registration of bills of sale shall apply accordingly with such necessary modifications as may be made by rules under that Act.
Right of recovery of distributions
84.—(1)  A partner or former partner of a limited liability partnership who receives a distribution from the limited liability partnership —
(a)
when the limited liability partnership is insolvent and knew or ought to have known at the time of the distribution that the limited liability partnership was insolvent; or
(b)
which results in the limited liability partnership becoming insolvent and knew or ought to have known at the time of distribution that the limited liability partnership would become insolvent as a result of the distribution, shall be personally liable to the limited liability partnership for the amount or value of the distribution if it was received within a period of 3 years before the commencement of the winding up of the limited liability partnership.
(2)  For the purposes of this paragraph —
(a)
a limited liability partnership is insolvent at a particular time if —
(i)
it is at that time, unable to pay its debts as they become due in the normal course of business; or
(ii)
at that time, the value of the limited liability partnership’s assets is less than the value of its liabilities;
(b)
distribution means any payment of dividends, distribution of profits, return or refund of capital by the limited liability partnership, whether in cash or in kind and any payment made by the limited liability partnership under section 11(3); and
(c)
a partner or former partner shall be deemed to have received a distribution if the distribution is received by his assignee.
(3)  Where any partner or former partner has made a payment to discharge his liability under sub-paragraph (1), the amount of the payment shall constitute a debt due from the limited liability partnership to such partner or former partner, and paragraph 47 shall apply to such debt but only after all the liabilities of the limited liability partnership (excluding the debts arising under this sub-paragraph) have been discharged and settled in full.
Liquidator’s right to recover in respect of certain sales to or by limited liability partnership
85.—(1)  Where any property, business or undertaking has been acquired by a limited liability partnership for a cash consideration within a period of 2 years before the commencement of the winding up of the limited liability partnership —
(a)
from a person who was at the time of the acquisition a manager of the limited liability partnership;
(b)
from a limited liability partnership of which, at the time of the acquisition, a manager was also a manager of the first-mentioned limited liability partnership;
(c)
from a corporation (other than a limited liability partnership) of which, at the time of the acquisition, a director was also a manager of the limited liability partnership; or
(d)
from a firm of which, at the time of the acquisition, a partner was also a manager of the limited liability partnership, the liquidator may recover from the person, limited liability partnership, corporation or firm from which the property, business or undertaking was acquired any amount by which the cash consideration for the acquisition exceeded the value of the property, business or undertaking at the time of its acquisition.
(2)  Where any property, business or undertaking has been sold by a limited liability partnership for a cash consideration within a period of 2 years before the commencement of the winding up of the limited liability partnership —
(a)
to a person who was, at the time of the sale, a manager of the limited liability partnership;
(b)
to a limited liability partnership of which, at the time of the sale, a manager was also a manager of the first-mentioned limited liability partnership;
(c)
from a corporation (other than a limited liability partnership) of which, at the time of the sale, a director was also a manager of the limited liability partnership; or
(d)
from a firm of which, at the time of the sale, a partner was also a manager of the limited liability partnership,
the liquidator may recover from the person, limited liability partnership, corporation or firm to which the property, business or undertaking was sold any amount by which the value of the property, business or undertaking at the time of the sale exceeded the cash consideration.
(3)  For the purposes of this paragraph, the value of the property, business or undertaking includes the value of any goodwill or profits which might have been made from the business or undertaking or similar considerations.
(4)  In this paragraph, “cash consideration”, in relation to an acquisition or sale by a limited liability partnership, means consideration for such acquisition or sale payable otherwise than as contribution of capital to the limited liability partnership.
Disclaimer of onerous property
86.—(1)  Where any part of the property of a limited liability partnership consists of —
(a)
any estate or interest in land which is burdened with onerous covenants;
(b)
shares or interests in corporations;
(c)
unprofitable contracts; or
(d)
any other property that is unsaleable, or not readily saleable, by reason of its binding the possessor thereof to the performance of any onerous act, or to the payment of any sum of money,
the liquidator of the limited liability partnership, notwithstanding that he has endeavoured to sell or has taken possession of the property or exercised any act of ownership in relation thereto, may, with the leave of the Court or the committee of inspection and, subject to this paragraph, by writing signed by him, at any time within 12 months after the commencement of the winding up or such extended period as is allowed by the Court, disclaim the property; but where any such property has not come to the knowledge of the liquidator within one month after the commencement of the winding up, the power of disclaiming may be exercised at any time within 12 months after he has become aware thereof or such extended period as is allowed by the Court.
(2)  The disclaimer shall operate to determine, as from the date of disclaimer, the rights, interest and liabilities of the limited liability partnership and the property of the limited liability partnership in or in respect of the property disclaimed, but shall not, except so far as is necessary for the purpose of releasing the limited liability partnership and the property of the limited liability partnership from liability, affect the rights or liabilities of any other person.
(3)  The Court or the committee before or on granting leave to disclaim may require such notices to be given to persons interested, and impose such terms as a condition of granting leave, and make such other order in the matter as the Court or committee thinks just.
(4)  The liquidator shall not be entitled to disclaim if an application in writing has been made to him by any person interested in the property requiring him to decide whether he will or will not disclaim, and the liquidator has not, within a period of 28 days after the receipt of the application or such further period as is allowed by the Court or the committee, given notice to the applicant that he intends to apply to the Court or the committee for leave to disclaim, and, in the case of a contract, if the liquidator after such an application in writing does not within that period or further period disclaim the contract, the liquidator shall be deemed to have adopted it.
(5)  The Court may, on the application of a person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the limited liability partnership, make an order rescinding the contract on such terms as to payment by or to either party of damages for the non-performance of the contract, or otherwise as the Court thinks just, and any damages payable under the order to that person may be proved by him as a debt in the winding up.
(6)  The Court may, on the application of a person who either claims any interest in any disclaimed property or is under any liability not discharged by this Act in respect of any disclaimed property and on hearing such persons as it thinks fit, make an order for the vesting of the property in or the delivery of the property to any person entitled thereto, or to whom it seems just that the property should be delivered by way of compensation for such liability as aforesaid, or a trustee for him, and on such terms as the Court thinks just, and on any such vesting order being made and a copy thereof and an office copy thereof being lodged with the Registrar and the Official Receiver, respectively, and if the order relates to land with the appropriate authority concerned with the recording or registration of dealings in that land, as the case requires, the property comprised therein shall vest accordingly in the person therein named in that behalf without any further conveyance, transfer or assignment.
(7)  Notwithstanding anything in sub-paragraph (6), where the property disclaimed is of a leasehold nature, the Court shall not make a vesting order in favour of any person claiming under the limited liability partnership, whether as under-lessee or as mortgagee, except upon the terms of making that person —
(a)
subject to the same liabilities and obligations as those to which the limited liability partnership was subject under the lease in respect of the property at the commencement of the winding up; or
(b)
if the Court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date,
and in either event, if the case so requires, as if the lease had comprised only the property comprised in the vesting order, and any under-lessee or mortgagee declining to accept a vesting order upon such terms shall be excluded from all interest in and security upon the property, and, if there is no person claiming under the limited liability partnership who is willing to accept an order upon such terms, the Court may vest the estate and interest of the limited liability partnership in the property in any person liable personally or in a representative character and either alone or jointly with the limited liability partnership to perform the lessee’s covenants in the lease, freed and discharged from all estates, incumbrances and interests created therein by the limited liability partnership.
(8)  Any person injured by the operation of a disclaimer under this paragraph shall be deemed to be a creditor of the limited liability partnership to the amount of the injury, and may accordingly prove the amount as a debt in the winding up.
Interpretation
87.  In paragraphs 88 and 89 —
“goods” includes all chattels personal;
“bailiff” includes any officer charged with the execution of a writ or other process.
Restriction of rights of creditor as to execution or attachment
88.—(1)  Where a creditor has issued execution against the goods or land of a limited liability partnership or has attached any debt due to the limited liability partnership and the limited liability partnership is subsequently wound up, he shall not be entitled to retain the benefit of the execution or attachment against the liquidator unless he has completed the execution or attachment before the date of the commencement of the winding up, but —
(a)
where any creditor has had notice of a meeting having been called at which a resolution for voluntary winding up is to be proposed, the date on which the creditor so had notice shall for the purposes of this paragraph be substituted for the date of the commencement of the winding up;
(b)
a person who purchases in good faith under a sale by the bailiff any goods of a limited liability partnership on which an execution has been levied shall in all cases acquire a good title to them against the liquidator; and
(c)
the rights conferred by this sub-paragraph on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit.
(2)  For the purposes of this paragraph —
(a)
an execution against goods is completed by seizure and sale;
(b)
an attachment of a debt is completed by receipt of the debt; and
(c)
an execution against land is completed by sale or, in the case of an equitable interest, by the appointment of a receiver.
Duties of bailiff as to goods taken in execution
89.—(1)  Subject to sub-paragraph (3), where any goods of a limited liability partnership are taken in execution and, before the sale thereof or the completion of the execution by the receipt or recovery of the full amount of the levy, notice is served on the bailiff that a provisional liquidator has been appointed or that a winding up order has been made or that a resolution for voluntary winding up has been passed, the bailiff shall, on being so required, deliver the goods and any money seized or received in part satisfaction of the execution to the liquidator, but the costs of the execution shall be a first charge on the goods or moneys so delivered, and the liquidator may sell the goods, or a sufficient part thereof, for the purpose of satisfying that charge.
(2)  Subject to sub-paragraph (3), where under an execution in respect of a judgment for a sum exceeding $100 the goods of a limited liability partnership are sold or money is paid in order to avoid sale, the bailiff shall deduct the costs of the execution from the proceeds of the sale or the money paid and retain the balance of 14 days; and if within that time notice is served on him of an application for the winding up of the limited liability partnership having been made or of a meeting having been called at which there is to be proposed a resolution for the voluntary winding up and an order is made or a resolution is passed for the winding up, the bailiff shall pay the balance to the liquidator who shall be entitled to retain it as against the execution creditor.
[42/2005]
(3)  The rights conferred by this paragraph on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit.
Division 4 —
Offences
Offences by officers of limited liability partnerships in liquidation
90.—(1)  Every person who, being a past or present officer or a partner of a limited liability partnership which is being wound up —
(a)
does not to the best of his knowledge and belief fully and truly disclose to the liquidator all the property movable and immovable of the limited liability partnership, and how and to whom and for what consideration and when the limited liability partnership disposed of any part thereof, except such part as has been disposed of in the ordinary way of the business of the limited liability partnership;
(b)
does not deliver up to the liquidator, or as he directs —
(i)
all the movable and immovable property of the limited liability partnership in his custody or under his control and which he is required by law to deliver up; or
(ii)
all books and papers in his custody or under his control belonging to the limited liability partnership and which he is required by law to deliver up;
(c)
within 12 months next before the commencement of the winding up or at any time thereafter —
(i)
has concealed any part of the property of the limited liability partnership to the value of $200 or upwards, or has concealed any debt due to or from the limited liability partnership;
(ii)
has fraudulently removed any part of the property of the limited liability partnership to the value of $200 or upwards;
(iii)
has concealed, destroyed, mutilated or falsified, or has been privy to the concealment, destruction, mutilation or falsification of, any book or paper affecting or relating to the property or affairs of the limited liability partnership;
(iv)
has made or has been privy to the making of any false entry in any book or paper affecting or relating to the property or affairs of the limited liability partnership;
(v)
has fraudulently parted with, altered or made any omission in, or has been privy to fraudulent parting with, altering or making any omission in, any document affecting or relating to the property or affairs of the limited liability partnership;
(vi)
by any false representation or other fraud, has obtained any property for or on behalf of the limited liability partnership on credit which the limited liability partnership has not subsequently paid for;
(vii)
has obtained on credit, for or on behalf of the limited liability partnership, under the false pretence that the limited liability partnership is carrying on its business, any property which the limited liability partnership has not subsequently paid for; or
(viii)
has pawned, pledged or disposed of any property of the limited liability partnership which has been obtained on credit and has not been paid for, unless such pawning, pledging or disposing was in the ordinary way of the business of the limited liability partnership;
(d)
makes any material omission in any statement relating to the affairs of the limited liability partnership;
(e)
knowing or believing that a false debt has been proved by any person, fails for a period of one month to inform the liquidator thereof;
(f)
prevents the production of any book or paper affecting or relating to the property or affairs of the limited liability partnership;
(g)
within 12 months next before the commencement of the winding up or at any time thereafter, has attempted to account for any part of the property of the limited liability partnership by fictitious losses or expenses; or
(h)
within 12 months next before the commencement of the winding up or at any time thereafter, has been guilty of any false representation or other fraud for the purpose of obtaining the consent of the creditors of the limited liability partnership or any of them to an agreement with reference to the affairs of the limited liability partnership or to the winding up,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years.
(2)  It shall be a good defence to a charge under sub-paragraph (1)(a), (b), (d) or sub-paragraph (1)(c) (i), (vii) or (viii) if the accused proves that he had no intent to defraud, and to a charge under sub-paragraph (1)(f) or sub-paragraph (1)(c)(iii) or (iv) if he proves that he had no intent to conceal the state of affairs of the limited liability partnership or to defeat the law.
(3)  Where any person pawns, pledges or disposes of any property in circumstances which amount to an offence under sub-paragraph (1)(c)(viii), every person who takes in pawn or pledge or otherwise receives the property knowing it to be pawned, pledged or disposed of in those circumstances shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years.
Inducement to be appointed liquidator
91.  Any person who gives or agrees or offers to give to any partner or creditor of a limited liability partnership any valuable consideration with a view to securing his own appointment or nomination, or to securing or preventing the appointment or nomination of some person other than himself, as the limited liability partnership’s liquidator shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months.
Penalty for falsification of books
92.  Every officer or partner of any limited liability partnership being wound up who destroys, mutilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register or book of account or document belonging to the limited liability partnership with intent to defraud or deceive any person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years.
Liability where proper accounts not kept
93.—(1)  If, on an investigation under this Act or where a limited liability partnership is wound up, it is shown that proper books of account were not kept by the limited liability partnership throughout the period of 2 years immediately preceding the commencement of the investigation or winding up or the period between the registration of the limited liability partnership and the commencement of the investigation or winding up (whichever is the lesser), every officer who is in default shall, unless he acted honestly and shows that, in the circumstances in which the business of the limited liability partnership was carried on, the default was excusable, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
(2)  For the purposes of this paragraph, proper books of account shall be deemed not to have been kept in the case of any limited liability partnership if there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the limited liability partnership, including books containing entries from day to day in sufficient detail of all cash received and cash paid, and, where the trade or business has involved dealings in goods, statements of the annual stocktakings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased, showing the goods and the buyers and sellers thereof in sufficient detail to enable those goods and those buyers and sellers to be identified or if such books or accounts have not been kept in such manner as to enable them to be conveniently and properly audited, whether or not the limited liability partnership has appointed an auditor.
(3)  If, in the course of the winding up of a limited liability partnership or in any proceedings against a limited liability partnership, it appears that an officer of the limited liability partnership who was knowingly a party to the contracting of a debt had, at the time the debt was contracted, no reasonable or probable ground of expectation, after taking into consideration the other liabilities, if any, of the limited liability partnership at the time of the limited liability partnership being able to pay the debt, the officer shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 3 months.
Responsibility for fraudulent trading
94.—(1)  If, in the course of the winding up of a limited liability partnership or in any proceedings against a limited liability partnership, it appears that any business of the limited liability partnership has been carried on with intent to defraud creditors of the limited liability partnership or creditors of any other person or for any fraudulent purpose, the Court, on the application of the liquidator or any creditor or partner of the limited liability partnership, may, if it thinks proper to do so, declare that any person who was knowingly a party to the carrying on of the business in that manner shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the limited liability partnership as the Court directs.
(2)  Where a person has been convicted of an offence under paragraph 93(3) in relation to the contracting of such a debt as is referred to in that sub-paragraph, the Court, on the application of the liquidator or any creditor or partner of the limited liability partnership, may, if it thinks proper to do so, declare that the person shall be personally responsible without any limitation of liability for the payment of the whole or any part of that debt.
(3)  Where the Court makes any declaration pursuant to sub-paragraph (1) or (2), it may give such further directions as it thinks proper for the purpose of giving effect to that declaration, and in particular may make provision for making the liability of any person under the declaration a charge on any debt or obligation due from the limited liability partnership to him, or on any charge or any interest in any charge on any assets of the limited liability partnership held by or vested in him or any corporation or person on his behalf, or any person claiming as assignee from or through the person liable or any corporation or person acting on his behalf, and may from time to time make such further order as is necessary for the purpose of enforcing any charge imposed under this sub-paragraph.
(4)  In sub-paragraph (3), “assignee” includes any person to whom or in whose favour by the directions of the person liable the debt, obligation or charge was created, issued or transferred or the interest created, but does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made.
(5)  Where any business of a limited liability partnership is carried on with the intent or for the purpose mentioned in sub-paragraph (1), every person who was knowingly a party to the carrying on of the business with that intent or purpose shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 7 years or to both.
(6)  Sub-paragraph (5) shall apply to a limited liability partnership whether or not it has been, or is in the course of being, wound up.
(7)  This paragraph shall have effect notwithstanding that the person concerned is criminally liable apart from this paragraph in respect of the matters on the ground of which the declaration is made.
(8)  On the hearing of an application under sub-paragraph (1) or (2), the liquidator may himself give evidence or call witnesses.
Power of Court to assess damages against delinquent officers, etc.
95.—(1)  If, in the course of winding up, it appears that any person who has taken part in the formation or registration of the limited liability partnership or any past or present liquidator or officer has misapplied or retained or become liable or accountable for any money or property of the limited liability partnership or been guilty of any misfeasance or breach of trust or duty in relation to the limited liability partnership, the Court may on the application of the liquidator or of any creditor or partner examine into the conduct of such person, liquidator or officer and compel him to repay or restore the money or property or any part thereof with interest at such rate as the Court thinks just, or to contribute such sum to the assets of the limited liability partnership by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust or duty as the Court thinks just.
(2)  This paragraph shall extend and apply to and in respect of the receipt of any money or property by any officer of the limited liability partnership during the 2 years preceding the commencement of the winding up whether by way of salary or otherwise appearing to the Court to be unfair or unjust to other partners of the limited liability partnership.
(3)  This paragraph shall have effect notwithstanding that the offence is one for which the offender is criminally liable.
Prosecution of delinquent officers and partners of limited liability partnership
96.—(1)  If it appears to the Court, in the course of a winding up by the Court, that any past or present officer, or any partner, of the limited liability partnership has been guilty of an offence in relation to the limited liability partnership for which he is criminally liable, the Court may, either on the application of any person interested in the winding up or of its own motion, direct the liquidator to prosecute the offender or to refer the matter to the Minister.
(2)  If it appears to the liquidator, in the course of a voluntary winding up, that any past or present officer, or any partner, of the limited liability partnership has been guilty of any offence in relation to the limited liability partnership for which he is criminally liable, he shall immediately report the matter to the Minister and shall, in respect of information or documents in his possession or under his control which relate to the matter in question, furnish the Minister with such information and give to him such access to and facilities for inspecting and taking copies of any document as he may require.
(3)  If it appears to the liquidator, in the course of any winding up, that the limited liability partnership which is being wound up will be unable to pay its unsecured creditors more than 50 cents in the dollar, the liquidator shall immediately report the matter in writing to the Official Receiver and shall furnish the Official Receiver with such information and give to him such access to and facilities for inspecting and taking copies of any document as the Official Receiver may require.
(4)  Where any report is made under sub-paragraph (2) or (3), the Minister may, if he thinks fit, investigate the matter and for the purposes of such an investigation shall have all such powers of investigating the affairs of the limited liability partnership as are provided by this Act in the case of a winding up by the Court, but if it appears to him that the case is not one in which proceedings ought to be taken by him he shall inform the liquidator accordingly, and thereupon, subject to the previous approval of the Court the liquidator may himself take proceedings against the offender.
(5)  If it appears to the Court, in the course of a voluntary winding up, that any past or present officer, or any partner, of the limited liability partnership has been guilty as aforesaid and that no report with respect to the matter has been made by the liquidator to the Minister, the Court may, on the application of any person interested in the winding up or of its own motion, direct the liquidator to make such a report, and on a report being made accordingly this paragraph shall have effect as though the report has been made in pursuance of sub-paragraph (2).
(6)  If, where any matter is reported or referred to the Minister or the Official Receiver under this paragraph, he considers that the case is one in which a prosecution ought to be instituted, he may institute proceedings accordingly, and the liquidator and every officer and agent of the limited liability partnership past and present, other than the defendant in the proceedings, shall give the Minister or the Official Receiver all assistance in connection with the prosecution which he is reasonably able to give.
(7)  For the purposes of sub-paragraph (6), “agent”, in relation to a limited liability partnership, includes any banker or solicitor of the limited liability partnership and any person employed by the limited liability partnership as auditor, whether or not an officer of the limited liability partnership.
(8)  If any person fails or neglects to give assistance in the manner required by sub-paragraph (6), the Court may, on the application of the Minister or the Official Receiver, direct that person to comply with the requirements of that sub-paragraph, and where any application is made under this sub-paragraph with respect to a liquidator the Court may, unless it appears that the failure or neglect to comply was due to the liquidator not having in his hands sufficient assets of the limited liability partnership to enable him to do so, direct that the costs of the application shall be borne by the liquidator personally.
(9)  The Minister may direct that the whole or any part of any costs and expenses properly incurred by the liquidator in proceedings brought under this paragraph shall be defrayed out of moneys provided by Parliament.
(10)  Subject to any direction given under sub-paragraph (9) and to any charges on the assets of the limited liability partnership and any debts to which priority is given by this Act, all such costs and expenses shall be payable out of those assets as part of the costs of winding up.
Division 5 —
Dissolution
Power of Court to declare dissolution of limited liability partnership void
97.—(1)  Where a limited liability partnership has been dissolved, the Court may at any time within 2 years after the date of dissolution, on application of the liquidator of the limited liability partnership or of any other person who appears to the Court to be interested, make an order upon such terms as the Court thinks fit declaring the dissolution to have been void, and thereupon such proceedings may be taken as might have been taken if the limited liability partnership had not been dissolved.
(2)  The person on whose application the order was made shall, within 7 days after the making of the order or such further time as the Court allows, lodge with the Registrar and with the Official Receiver a copy of the order and an office copy of the order, respectively, and if he fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
Official Receiver to act as representative of defunct limited liability partnership in certain events
98.—(1)  Where, after a limited liability partnership has been dissolved, it is proved to the satisfaction of the Official Receiver —
(a)
that the limited liability partnership, if still existing, would be legally or equitably bound to carry out, complete or give effect to some dealing, transaction or matter; and
(b)
that in order to carry out, complete or give effect thereto, some purely administrative act, not discretionary, should have been done by or on behalf of the limited liability partnership, or should be done by or on behalf of the limited liability partnership, if still existing,
the Official Receiver may, as representing the limited liability partnership or its liquidator under this paragraph, do or cause to be done any such act.
(2)  The Official Receiver may execute or sign any relevant instrument or document adding a memorandum stating that he has done so in pursuance of this paragraph, and such execution or signature shall have the same force, validity and effect as if the limited liability partnership if existing had duly executed such instrument or document.
Outstanding assets of defunct limited liability partnership to vest in Official Receiver
99.—(1)  Where, after a limited liability partnership has been dissolved, there remains any outstanding property, movable or immovable, including things in action and whether in or outside Singapore which was vested in the limited liability partnership or to which it was entitled, or over which it had a disposing power at the time it was so dissolved, but which was not got in, realised upon or otherwise disposed of or dealt with by the limited liability partnership or its liquidator, such property, shall, for the purposes of the following paragraphs of this Division and notwithstanding any written law or rule of law to the contrary, by the operation of this paragraph, be and become vested in the Official Receiver for all the estate and interest therein legal or equitable of the limited liability partnership or its liquidator at the date the limited liability partnership was dissolved, together with all claims, rights and remedies which the limited liability partnership or its liquidator then had in respect thereof.
(2)  Where any claim, right or remedy of the liquidator may under this Act be made, exercised or availed of only with the approval or concurrence of the Court or some other person, the Official Receiver may for the purposes of this paragraph make, exercise or avail himself of that claim, right or remedy without such approval or concurrence.
Disposal of outstanding interests in property
100.—(1)  Upon proof to the satisfaction of the Official Receiver that there is vested in him by operation of paragraph 99 or by operation of any corresponding previous written law any estate or interest in property, whether solely or together with any other person, of a beneficial nature and not merely held in trust, the Official Receiver may sell or otherwise dispose of or deal with such estate or interest or any part thereof as he sees fit.
(2)  The Official Receiver may sell or otherwise dispose of or deal with such property either solely or in concurrence with any other person in such manner for such consideration by public auction, public tender or private contract upon such terms and conditions as he thinks fit, with power to rescind any contract and resell or otherwise dispose of or deal with such property as he thinks expedient, and may make, execute, sign and give such contracts, instruments and documents as he thinks necessary.
(3)  The Official Receiver shall be remunerated by such commission, whether by way of percentage or otherwise, as is prescribed in respect of the exercise of the powers conferred upon him by sub-paragraph (1).
(4)  The moneys received by the Official Receiver in the exercise of any of the powers conferred on him by this Division shall be applied in defraying all costs, expenses, commission and fees incidental thereto and thereafter to any payment authorised by this Division and the surplus, if any, shall be dealt with as if they were unclaimed moneys paid to the Official Receiver in pursuance of paragraph 69.
Liability of Official Receiver and Government as to property vested in Official Receiver
101.  Property vested in the Official Receiver by operation of this Division or by operation of any corresponding previous written law shall be liable and subject to all charges, claims and liabilities imposed thereon or affecting such property by reason of any statutory provision as to rates, taxes, charges or any other matter or thing to which such property would have been liable or subject had such property continued in the possession, ownership or occupation of the limited liability partnership; but there shall not be imposed on the Official Receiver or the Government any duty, obligation or liability whatsoever to do or suffer any act or thing required by any such statutory provision to be done or suffered by the owner or occupier other than the satisfaction or payment of any such charges, claims or liabilities out of the assets of the limited liability partnership so far as they are in the opinion of the Official Receiver properly available for and applicable to such payment.
Accounts and audit
102.—(1)  The Official Receiver shall —
(a)
record in a register a statement of any property coming to his hand or under his control or to his knowledge vested in him by operation of this Division and of his dealings therewith;
(b)
keep accounts of all moneys arising therefrom and of how they have been disposed of; and
(c)
keep all accounts, vouchers, receipts and papers relating to such property and moneys.
(2)  The Auditor-General shall have all the powers in respect of such accounts as are conferred upon him by any Act relating to audit of public accounts.
[Bankruptcy2000Ed.,ss.98-104;Companies1994Ed.,ss. 11, 253-328, 331-343,345-349;Companie(ABAP)Reg.,regs2,4, 5,6-8; Delaware RUPA,s. 15-309;UK Insolvency1986,ss.239,241,249, 435]