Llp dissolution

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eshwar (Querist)
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17 October 2013 one my friend and myself had registered an LLP on 01/09/2013 with the intention of doing investment advisory consultancy but no such consultancy work started and now i want to disslove it so wht is the procedure for dissolution?
there are no asset and liabilities..

Nikhil Kaushik

Nikhil Kaushik (Expert)
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17 October 2013 Section 63, 64 and 65 of LLP Act 2008 governs the process for winding up of the LLP. It is the process where all the assets of the business are disposed off to meet the liabilities of the same and surplus any, is distributed among the owners. The LLP Act 2008 provides for following two modes for winding up the LLP i.e.:

1. Voluntary winding up

2. Compulsory Winding up

In your case, voluntary winding up shall apply.

Please refer to Limited Liability Partnership (Winding up and Dissolution) Rules, 2010

As you said there is no liability:

1. Pass a resolution to close to LLP (to be approved by 3/4 majority)

2. Within 30 days of passing such resolution, submit the same in Form 1 to the registrar.

3. File Form 2 with an affidavit stating that there is o/s debt.

4. Please note that you need to file Form3 stating that LLP is not being wound up to defraud anyone within 15 days preceding the passing of resolution in step 1. this needs to be accompanied with statement of assets and liabilities from the last audited date to the latest practicable date.

5. Liquidator is to be appointed within 15 days of passing resolution for voluntary winding up ( i believe its compulsory)

6. Accounts of LLP liquidator to be audited in the manner suggested in Rule 56

7. Once the wound up is concluded, liquidator needs to fill Form 9 and seek approval of the partners and the creditors

8. Once resolution to accept the liquidator report, resolution to be passed under sub rule 2 of Rule 19.

9. Within 15 days of passing resolution in Step 8, liquidator to submit Form 10 with ROC and file an application with
the Tribunal alongwith a copy of the final winding up accounts, explanations and report, for passing an order of dissolution of the limited liability partnership.

10. If the Tribunal is satisfie
d, after considering the application, final winding up accounts, explanations and report of the LLP Liquidator, that the process of winding up has been
duly followed, the Tribunal may pass an order, within sixty days of the receipt of such application, accounts, explanations and report, that the limited liability partnership shall stand dissolved.

11. The LLP Liquidator shall file a copy of the order under sub-rule (4) with the Registrar within thirty days in
Form No 11.

12. The Registrar, on receiving the copy of the order passed by the Tribunal under sub- rule (4), shall forthwith publish a notice in the Official Gazette that the LLP stands dissolved.

For further details refer to the rules: http://www.mca.gov.in/LLP/pdf/llp_winding_up_rules_corrected.pdf

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eshwar

eshwar (Querist)
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18 October 2013 thanks that was very useful...
but can i get confirmation on the liquidator appointment..
because this clear case of formation and immediate closure..

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Nikhil Kaushik

Nikhil Kaushik (Expert)
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18 October 2013 Dear Eshwar,

from the language in the rules and the usage of word "shall" for appointment of liquidator, it appears that it is compulsory in nature.