Limited Liability Partnership Closure

The Ministry of Corporate Affairs has introduced the Limited Liability Partnership (Amendment) Rules, 2017 which allows defunct Limited Liability Partnerships to have their names struck-off from the register of names.

The Limited Liability Partnership can apply to the Registrar of Companies (ROC) in the prescribed Form 24 for striking off (removal) its name from the records of the Registrar after it has stopped carrying on its business operations for a period of one year or more.

When an LLP applies to the registrar to have its name struck-off, it is extremely important that it files its overdue Statement of Accounts (Form 8) and Annual Return (Form 11) before the end of the financial year in which it has stopped doing business or conducting commercial activities.

Filing LLP Form 24: Highlights

Form 24 must be filed by LLPs that have never operated a business or ceased commercial activity.

The bank account opened in the name of the LLP must be closed, and the bank must issue a letter proving the closing of the account.

Before filing LLP Form 24, any overdue returns in Form 8 and Form 11 up to the end of the financial year in which the limited liability partnership ceased to operate must be filed.

Before filing LLP Form 24, the LLP must file the original LLP agreement with MCA if it has not already been filed with it upon incorporation or any amendments.

ATTACHMENTS TO THE FORM 24 ARE AS FOLLOWS:

  • Statement of Account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice no earlier than 30 days after filing Form 24.
  • An affidavit signed by each designated partner.
  • LLP’s acknowledgement of the latest Income-tax return filed if they have been conducting business.
  • For LLPs that have not commenced business or commercial operations since incorporation, a copy of the original LLP agreement and any changes thereto.
  • To make the application, each partner must consent
  • Joint or several Indemnity Bonds by Designated Partners
  • Signed authority letters by all designated partners
  • Proof of address and identification of the Designated Partners

Struck-off Procedure For Limited Liability Partnerships

THE CESSATION OF ACTIVITIES

Before filing for striking-off, the LLP must cease all commercial activities and close all bank accounts in its name as well as ensure that it has no debts to creditors.

MEETING OF THE BOARD

Convene a meeting of partners and obtain their consent to strike off the name of the LLP. In addition, if any creditors are present, they must consent to the sale.

FILES

FORM 24 and the required documents must be submitted to the Registrar of Companies in order to strike off the name of the LLP.

NOTICE PUBLICATION

After accepting the strike-off application, the ROC will post a notice on the MCA website for 30 days outlining the content of the application.

LIABILITIES OF DISCHARGE

It is the responsibility of the ROC, prior to issuing a strike-off order, to ensure that adequate provisions have been made to realize the amount due to LLP and to ensure that the LLP pays or discharges its liabilities and obligations within a reasonable timeframe, as well as obtaining an undertaking from its Designated Partners.

DISSOLUTION NOTICE

When the notice period of 30 days has expired and the ROC is satisfied that the case is in order, the LLP’s name is struck off the register and a notice of the strike-off is published in the Official Gazette. Following publication of the strike-off notice in the Official Gazette, the applicant LLP will cease to exist.

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