Winding up a limited liability partnership (LLP)
Learn the formal process to wind up an LLP, including settling debts, appointing a liquidator, and filing required ACRA notifications.
Last updated 29 January 2026
What is winding up
Winding up is the formal process of closing an LLP that has debts to settle. It involves:
Settling all debts and obligations
Distributing remaining assets to partners
Filing required legal notifications with ACRA
Ways to wind up
Based on your LLP's financial health, there are three ways to wind up:
Winding up
Type of winding up | Description |
|---|---|
When this applies: All partners believe that the LLP can pay all of its debts. This must happen within 12 months after winding up starts. Requirements: The LLP must appoint a liquidator or provisional liquidator and file necessary notifications under the LLP Act. | |
When this applies: All partners believe that the LLP cannot continue its business due to its debts. Requirements: The LLP must hold a meeting with creditors to propose winding up. If the creditors agree, the LLP must appoint a liquidator or provisional liquidator and file necessary notifications under the LLP Act. | |
When this applies: The Court orders winding up under certain circumstances. For example, when the LLP cannot pay its debts. Requirements: A liquidator must file the necessary notifications under the LLP Act. The Court may appoint a liquidator (or the Official Receiver may act as a liquidator). |
Note: For more details, please refer to the LLP Act or seek professional advice.
After you apply for winding up
You can use the Manage winding up eService to:
File a notice of appointment of a provisional liquidator or liquidator
File a notice of cessation of a provisional liquidator or liquidator
File a liquidator’s account of receipts and payments, and statement of position in winding up
More details: