Where a limited liability partnership is not carrying on any business or operation for a period of one year, such a LLP can make an application for purpose of suo motu striking off the name of the LLP as per the provisions of section 75 of the Limited Liability Partnership Act, 2008 read with Rule 37.
Procedure of striking off of the name of the LLP by way of an application to ROC:
Calling and holding meeting:-Calling and holding the meeting of the partners of LLP making an application for the striking off of the name of the LLP and authorizing the partner to make the application to Registrar. The consent of all partners of the limited liability partnership should be obtained before making an application to the Registrar for striking off of the name of the LLP.
Fillings:-All the pending filing including the Annual Filing of form 8 and 11 up to the end of the financial year in which the limited liability partnership ceased to carry on its business or commercial operations should be completed before making of an application for striking off of the name of the LLP.
Approvals:-Approval of concerned authorities should be obtained in case of a LLP regulated by any Special Law.
Other Documentation:-All the Designated Partners of the LLP must execute an affidavit, either jointly or severally, that the Limited Liability Partnership ceased to carry on commercial activity from (Date) or has not commenced business and also declares that the LLP has no liabilities and indemnify any liability that may arise even after striking off its name from the Register. The liability of the Partners would not be extinguished even after closure of a LLP while using Form LLP 24.
Filling of application for winding up:-An application for striking of the name of the LLP shall be made in Form 24 along with fees as prescribed and along with following documents:
1. A statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24.
2. Copy of acknowledgement of latest Income tax return- Self Explanatory
3. Copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof
4. An affidavit signed by the designated partners, either jointly or severally, to the effect -
- that the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business .
- that the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;
- that the Limited Liability Partnership has not opened any Bank Account and where it had opened, the said bank account has since been closed together with certificate(s) or statement from the respective bank demonstrating closure of Bank Account;
- that the Limited Liability Partnership has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable.
5. Copy of Detailed Application- Mention full details of LLP plus reasons for closure
6. Copy of Authority to Make the Application- Duly signed by all the Partners
Publication of Notice: Notice shall be placed on the website of the Ministry of Corporate Affairs for the information of the general public for the period of one month.
Striking off of the name of the LLP: After the expiry of the time limit of one month and unless cause to the contrary is shown by the LLP, if there are no objections received, the Registrar can proceed to strike off the name of the LLP from the Register of partnership.
Provision for realization of amount due: The Registrar before passing an order for striking off of the name of the LLP should satisfy that the sufficient provision has been made for the realization of all amount due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by the limited liability partnership within a reasonable time. Registrar can obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership.
Notice of dissolution of the LLP: After the expiry of the time mentioned in the notice, the Registrar can strike off the name of the company LLP from the Register. The notice of striking off the name of the LLP from the register and its dissolution should be published in the Official Gazette. The company shall stand dissolved on the publication of this notice in the Official Gazette.
Striking off of the name of the LLP: On processing the application, if found acceptable, the concerned Registrar will strike off the name of the LLP from the Register of the Partnership.
The liability of all designated partners of the limited liability partnership would continue and may be enforced as if the limited liability partnership had not been dissolved.
Disclaimer: the article is based on the relevant provisions and as per the information existing at the time of the preparation. In no event I shall be liable for any direct and indirect result from this article. this is only a knowledge sharing initiative.
The author can be reached at vinayak.charu@gmail.com
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