OPTION 1- STRIKE OFF
Ministry of Corporate affairs (MCA) has issued notification dated 16th May, 2017 containing Limited Liability Partnership (Amendment) Rules, 2017, to be effective from 20th May, 2017 for amendment of Rule 37 (Striking off name of defunct LLP) of Limited Liability Partnership Rules, 2009 (herein after referred to as the principle rules).
Declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s.
Requirement:
Where a limited liability partnership is not carrying on any business or operation- for a period of one year or more.
Form 8 and 11 shall be filed up to date.
The Form has to filled be filed with ROC office within 30 days from the date of Signing of the Statement of Assets and Liabilities.
Procedure:
1. Prepare all the documents and file as attachment to the e-form 24.
2. Registrar shall give one month notice in General public.
3. On the Expiry of above said period and if registrar is satisfied, he shall publish the same in Official Gazette and on the very moment of its publication, LLP shall stand dissolved.
Documents Required:
1. Application Letter (on the letter head of LLP)
2. Consent of all the Partners.
3. Indemnity Bond(Separate and Collective both)
4. Affidavit verifying the details of all the documents available
5. Statement of account (nil asset and liabilities- Not earlier than 30 days)
6. Board Resolution
7. Authorization Letter
8. Copy of Latest ITR
9. No Objection Certificates (Regulatory Authorities with which the LLP is registered such as RBI)
OPTION 2- WINDING UP
Voluntary winding up:
Under this, The petition or an application for winding up of an LLP could be filed with the tribunal by the LLP itself or by the partners as may be decided between Partners themselves and decide to stop and wound up the operations of the LLP.
Compulsory winding Up :
A limited liability partnership may be compulsorily wound up by the Tribunal on the following Grounds:
1. If the limited liability partnership decides that limited liability partnership be wound up by the Tribunal;
2. If, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;
3. If the limited liability partnership is unable to pay its debts;
4. If the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
5. If the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency (Form 8) or annual return (Form 11) for any five consecutive financial years; or
6. If the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.
Documents Required:
1. Resolution for Winding up I the meeting of Designated Partner/ partner
2. Declaration of Solvency Verified with Affidavit
3. Affidavit verifying that no Fraud in the LLP
4. Statement of Asset and liabilities
5. Valuation Report Of assets by the Registered Valuer
6. Approval of Creditors/ NOC from the Creditors
Procedure:
1. Pass resolution for winding up by taking approval of three-fourth of total number of partners and filing of Resolution in Form 1 within 30 Days.
2. Declaration of Solvency verified with Affidavit and declaration that LLP not wound up to defraud any person or persons should be filed in Form 2. Declaring that LLP is able to pay its debt or will be able to pay the debt within one year of commencement of winding up. Declaration need to-
Accompanied by Statement of Assets and Liabilities in Form No. 4 for period upto which accounts are prepared latest before filing declaration duly attested by two designated partners.
Accompanied by Report of valuation of assets prepared by valuer.
3. Creditors shall give their consent or opinion within 30 days of receipt of the declaration where Creditors two-third in value give consent that-
4. The Declaration by Directors need to be filed with the registrar in Form No. 5 within 15 days of receipt of consent of creditors.
6. After receiving consent of Creditors, within 14 days a notice of voluntary winding up need to be publish in a Newspaper circulating in the district where registered/ principle office of LLP is situated.
7. The LLP Liquidator is appointed within 30 days of-
• Passing of resolution in case where no creditors.
• Receiving consent of creditors
The Liquidator after his appointment is required to file Form No. 6 disclosing conflict of interest and lack of independence if any to partners or creditors as the case may be.
8. The liquidator shall settle the list of creditors or partners, maintain books and record of accounts, pay the debts and adjust amongst the partners.
9. The liquidator shall report the progress of winding up to the partners or creditors Quarterly (31st March, 30th June, 30th September and 31st December) in Form No. 8.
10. On disposal of all assets and affairs of LLP the liquidator shall give the report in Form No.9showing assets and debts which has been disposed off to the partners and creditors.
11. Two-third of total number of partners or value of creditors, as the case may be shall need to approve the winding up within 30 days of receipt of report by the liquidator.
12. The liquidator shall send the final copy of accounts and report in Form No. 10 to the registrar and to the tribunal within 15 days of passing of resolution.
13. The tribunal if satisfied shall pass the order of winding up within 60 days and it will be binding on all the parties.
Note: Once the petition for winding up of the LLP, has been received by the Tribunal, it fixes a date for its hearing and issued notice to the LLP to appear and justify its position and the Tribunal gives a public notice in order to inform everybody, particularly, the creditors and the partners, about winding up so that their concerns or objections could also be considered.
Once the Tribunal passes and communicates the Winding-up order to the firm, the following consequences will follow:
a) The petitioner and the LLP shall ensure that a certified copy of the winding up order has been filed with the ROC so that the Registrar could notify the fact in the Official Gazette.
b) The winding-up order serves as a notice of discharge to all the employees and officers of the concerned Limited Liability Partnership.
c) No suit or legal proceedings can be commenced against the LLP without the leave of the court. Even a suit, which is pending against the LLP at the date of winding up the order, cannot be preceded unless the permission of Tribunal is obtained.
14. The liquidator shall file order of tribunal in Form No. 11 to the registrar within 30 days of receipt of order from tribunal.
15. The registrar, on receipt of the order of tribunal shall publish in official gazette that the LLP stands dissolved.
16. The cost, expenses and remuneration of liquidator for winding up is paid out of assets of LLP and will have priority over all other claims.
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