On 18 December 2009, Heng Lee Seng & Co was converted to Heng Lee Seng LLP, an accounting limited liability partnership pursuant to the Limited Liability Partnerships Act (Chapter 163A).
As a result of the conversion and with effect from 1 January 2010, the audit business of Heng Lee Seng & Co will be transferred to Heng Lee Seng LLP.
Heng Lee Seng LLP will also assume all property, assets, interests, rights, privileges, liabilities, obligations and undertakings of Heng Lee Seng & Co.
Heng Lee Seng LLP will replace Heng Lee Seng & Co as the provider of public accountancy, audit and assurance services.
All documents held by Heng Lee Seng & Co for and on clients’ behalf and any money or funds held by Heng Lee Seng & Co for or on clients’ account will be transferred to Heng Lee Seng LLP.
The conversion will not affect any of your current arrangements with us or our on-going relationship with you as your auditors.
There will be no need to call for a general meeting for reappointment of auditor.
YOU DO NOT NEED TO DO ANYTHING ON YOUR PART.
HLS TAX ADVISORY SERVICES PTE LTD
Besides the conversion of our firm to an LLP as mentioned, we will also reorganize our firm and transfer our tax compliance, advisory and planning services from Heng Lee Seng & Co to HLS Tax Advisory Services Pte Ltd with effect from 1 January 2010.
For on-going engagements of these tax services, we will be writing to you to obtain your confirmation and agreement that HLS Tax Advisory Services Pte Ltd will continue to provide the requisite services to you. Our tax department will be writing separately to you to handle the administrative aspects of the transfer.
Other than providing the confirmation and agreement, the transfer of services will not affect your on-going relationship with us as your tax agents.
Mrs Tan Kit Yiew remains as the person in charge of the provision of tax services and will hold the position of Tax Director.
STATUS QUO MAINTAINED
There will be no change to our office address and other contact details for all our partners and staff providing services to you.
LEGAL IMPLICATION OF THE CONVERSION FROM PARTNERSHIP TO LIMITED LIABILITY PARTNERSHIP
The conversion to a Limited Liability Partnership will have the following effect:
i) The partners in an LLP have limited liability, unlike a firm, which has no limitation on the partner’s liability.
ii)The partners of the firm will continue to be personally liable for the liabilities or obligations of the firm which were incurred prior to the conversion, or which arose from any contract entered into prior to the conversion(under paragraph 15 of the Second Schedule of the LLP Act). This liability is in addition to the liability of the LLP taking over the contract. The client of the LLP therefore can still sue the partners of the firm in their personal capacity, as well as the LLP, for any breach of any contract entered into before the date of conversion. They can also be liable for negligence.
iii)The partner of an LLP can still be sued in tort in his personal capacity for negligence under the LLP structure, even if there is no contract of appointment (under S8(3) of the LLP Act).
iv) Heng Lee Seng LLP is covered under professional indemnity insurance in accordance with the requirements of section 28 of the Accountants Act.