Tax Obligations of Partnerships Closing Down (Striking-Off/De-Registering)

Partnerships must pay outstanding taxes and fulfill all tax obligations as part of the process of striking-off or de-registering.

Strike-Off Limited Liability Partnership (LLP) or Limited Partnership (LP)

The LLP/LP can proceed to apply for strike-off once all outstanding tax obligations and liabilities have been settled. There will not be any tax clearance letter issued by IRAS for the purpose of applying for strike-off.

IRAS may object to the strike-off if there are:

  1. Outstanding Forms (Form P);
  2. Outstanding accounts and tax computations for any accounting period where Revenue is more $500,000 or more; or
  3. Outstanding tax matters (e.g. outstanding replies to queries raised by IRAS, objections to assessments, payments etc.)

 NEW! Where an LLP has been struck off and dissolved, the partners of the LLP immediately before the LLP was dissolved must ensure that all books and papers of the LLP are retained for at least five years after the dissolution of the LLP.   

Where an LLP is being wound up, the liquidator of the LLP must ensure that all the books and papers of the LLP are retained for at least five years (instead of two years previously) from the date of dissolution of the LLP.

LLP/LP applying for strike-off may refer to the  ACRA website for the Guidelines on Application for Striking Off.

De-Registering LLP or LP

The Singapore branch of a foreign LLP/LP has to inform IRAS in writing if it has ceased registration or business and settled all outstanding issues.

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