Limited Liability Partnership (Winding up and Dissolution) Rules, 2012

Rule 1	:	Short title and commencement
Rule 2	:	Definitions
Rule 3	:	Forms
Rule 4	:	Modes of winding up
Rule 5	:	Circumstances in which LLP may be wound up voluntarily
Rule 6	:	Commencement of voluntary winding up and filing up of statement of affairs
Rule 7	:	Declaration of solvency in case of proposal to wind up voluntarily
Rule 8	:	Meeting of creditors
Rule 9	:	Publication of resolution to wind up voluntarily
Rule 10	:	Appointment and removal of LLP Liquidator
Rule 11	:	Filling up of vacancy in office of LLP Liquidator.
Rule 12	:	Notice of appointment of LLP Liquidator to be given to Registrar.
Rule 13	:	Designated partner's and other partner's power to cease on appointment of LLP Liquidator
Rule 14	:	Duties of LLP Liquidator.
Rule 15	:	Audit of the LLP liquidator's Account
Rule 16	:	Appointment of committees
Rule 17	:	LLP Liquidator to submit report on progress of winding up
Rule 18	:	Report of LLP Liquidator to Tribunal for examination of persons
Rule 19	:	Dissolution of LLP.
Rule 20	:	LLP Liquidator to accept contribution, etc., as consideration for sale of property of LLP
Rule 21	:	Distribution of property of LLP
Rule 22	:	Arrangement between LLP and creditors
Rule 23	:	Application to Tribunal
Rule 24	:	Costs of voluntary winding up
Rule 25	:	Inability to pay debts.
Rule 26	:	Petition for winding up.
Rule 27	:	Powers of Tribunal.
Rule 28	:	Directions for filing statement of affairs.
Rule 29	:	'Liquidators' and their appointments.
Rule 30	:	Removal and replacement of liquidator, etc.
Rule 31	:	Winding up order to be communicated to the liquidator and the Registrar
Rule 32	:	Winding up to operate in favour of all creditors and partners.
Rule 33	:	Jurisdiction of Tribunal.
Rule 34	:	Submission of report by Liquidator.
Rule 35	:	Directions of Tribunal on report of Liquidator etc.
Rule 36	:	Custody of LLP's properties.
Rule 37	:	Partners, officers, employees, etc. to discover and deliver property, books, etc. and to cooperate with Liquidator.
Rule 38	:	Application of assets.
Rule 39	:	Committee of inspection.
Rule 40	:	Submission of periodical reports, etc. to the Tribunal.
Rule 41	:	Duties of Liquidator.
Rule 42	:	Provision for assistance to Liquidator.
Rule 43	:	Exercise and control of Liquidator's powers and duties.
Rule 44	:	Books to be kept by Liquidator.
Rule 45	:	Audit of Liquidator's accounts.
Rule 46	:	Payment of debts due by partner.
Rule 47	:	Adjustment of rights of partners.
Rule 48	:	Control of Central Government over official liquidator as liquidator.
Rule 49	:	Inspection or investigation of books of accounts and records of the Liquidator.
Rule 50	:	Debts of all descriptions to be admitted to proof.
Rule 51	:	LLP Liquidator or Liquidator to exercise certain powers subject to sanction.
Rule 52	:	Statement that a LLP is in liquidation.
Rule 53	:	Books and papers of LLP to be evidence.
Rule 54	:	Inspection of books and papers by creditors and partners.
Rule 55	:	Disposal of books and papers of LLP.
Rule 56	:	Information as to pending liquidations.
Rule 57	:	Liquidator to make payments into public account of India in the Reserve bank of India or any designated Scheduled bank.
Rule 58	:	LLP Liquidator to make payments into Scheduled Bank.
Rule 59	:	Liquidator or LLP Liquidator not to deposit monies into private bank account.
Rule 60	:	Unpaid and Undistributed Assets Account.
Rule 61	:	Meetings to ascertain wishes of creditors or partners.
Rule 62	:	LLP Liquidator or Liquidator to make returns, etc.
Rule 63	:	Court, Tribunal or person, etc. before whom affidavit may be sworn.
Rule 64	:	Tribunal to declare dissolution of LLP void.
Rule 65	:	Commencement of winding up by Tribunal.
Rule 66	:	Exclusion of certain time in computing period of limitation.
Rule 67	:	Filing with Registrar and filing Fee.
Rule 68	:	Jurisdiction of the Tribunal:
Rule 69	:	Form of Proceedings
Rule 70	:	Language of proceedings
Rule 71	:	Power of the Tribunal to enlarge or abridge time
Rule 72	:	Provisions of the Code to apply
Rule 73	:	Saving of inherent powers of the Tribunal
Rule 74	:	Power to dispense with the requirement of the rules
Rule 75	:	Computation of time
Rule 76	:	Registers to be kept.
Rule 77	:	Serial number of proceedings.
Rule 78	:	Powers, functions and duties of Registrar of the Tribunal :
Rule 79	:	Inspection and copies of proceedings.
Rule 80	:	Forms.
Rule 81	:	Affidavits.
Rule 82	:	Form of summons and service thereof.
Rule 83	:	Issue of summons.
Rule 84	:	Affidavit verifying petition.
Rule 85	:	Enclosures to petition.
Rule 86	:	Summons for direction.
Rule 87	:	Advertisement of petition.
Rule 88	:	Contents of advertisement.
Rule 89	:	Service of petition.
Rule 90	:	Notice of petition and time of service.
Rule 91	:	Service on LLP.
Rule 92	:	Petitioner to effect service.
Rule 93	:	Affidavit of service.
Rule 94	:	Procedure on default of compliance as regards advertisement and service of notice.
Rule 95	:	Mode of service and service when deemed to be effected.
Rule 96	:	Validity of service and of proceedings.
Rule 97	:	Notice to be given by persons intending to appear at the hearing of petition.
Rule 98	:	List of persons, intending to appear, to be filed.
Rule 99	:	Procedure at hearing of petition.
Rule 100	:	Order to be drawn up.
Rule 101	:	Petition for winding-up.
Rule 102	:	Admission of petition and directions as to advertisement.
Rule 103	:	Petition by a contingent or prospective creditor.
Rule 104	:	Copy of petition to be furnished.
Rule 105	:	Advertisement of petition.
Rule 106	:	Application for leave to withdraw petition.
Rule 107	:	Substitution of creditor or partner for original petitioner.
Rule 108	:	Procedure on substitution.
Rule 109	:	Affidavit-in-opposition.
Rule 110	:	Affidavit in reply.
Rule 111	:	Appointment of Provisional Liquidator.
Rule 112	:	Rules and procedures applicable to Provisional Liquidator.
Rule 113	:	Costs, etc. of Provisional Liquidator.
Rule 114	:	Notice to Liquidator of order.
Rule 115	:	Contents of winding-up order and order appointing Provisional Liquidator.
Rule 116	:	Order to be sent to Liquidator and form of order.
Rule 117	:	Summons for directions to be taken out by the Liquidator
Rule 118	:	Directions on making the winding-up order.
Rule 119	:	Advertisement of the order.
Rule 120	:	Form of proceedings after winding up order is made.
Rule 121	:	Application for stay of winding up proceedings.
Rule 122	:	Application for leave to commence or continue or transfer suits or proceedings.
Rule 123	:	Notice to submit statement.
Rule 124	:	Application by Liquidator appointed by Tribunal
Rule 125	:	Preparation of statement of affairs.
Rule 126	:	Form of the statement.
Rule 127	:	Extension of time for submitting statement.
Rule 128	:	Partners and Officers of LLP to attend and give information.
Rule 129	:	Duty of person making or concurring in statement.
Rule 130	:	Default in complying with rule 28
Rule 131	:	LLP Liquidator in voluntary winding-up to submit statement.
Rule 132	:	Report by Liquidator.
Rule 133	:	Inspection of statement and report.
Rule 134	:	Further report by Liquidator.
Rule 135	:	Consideration of report(s) by the Tribunal.
Rule 136	:	Summons for direction to be taken out by Liquidator
Rule 137	:	Fixing a date for proving debts.
Rule 138	:	Notice to creditors.
Rule 139	:	Proof of debt.
Rule 140	:	Mode of proof and verification thereof.
Rule 141	:	Contents of proof.
Rule 142	:	Workmen's wages.
Rule 143	:	Value of debts.
Rule 144	:	Interest.
Rule 145	:	Periodical payments.
Rule 146	:	Proof of debt payable at a future time.
Rule 147	:	Examination of proof.
Rule 148	:	Liquidator's right to summon any person in connection with the investigation.
Rule 149	:	Oaths.
Rule 150	:	Costs of proof.
Rule 151	:	Acceptance or rejection of proof to be communicated.
Rule 152	:	Appeal by creditor.
Rule 153	:	Procedure where creditor appeals.
Rule 154	:	Liquidator not to be personally liable for costs.
Rule 155	:	Proofs and list of creditors to be filed in Tribunal.
Rule 156	:	List of creditors not to be varied.
Rule 157	:	Notice of filing the list and inspection of the same.
Rule 158	:	Expunging of proof.
Rule 159	:	Payment of subsequent interest.
Rule 160	:	Provisional list of partners.
Rule 161	:	Notice to be given of date of settlement of list.
Rule 162	:	Settlement of the list.
Rule 163	:	Certificate of final settlement of the list to be filed in Tribunal.
Rule 164	:	Notice to partners.
Rule 165	:	Application by Liquidator for rectification of list.
Rule 166	:	Application by partner to vary the list.
Rule 167	:	Liquidator not to be personally liable for costs.
Rule 168	:	'Tribunal meetings', 'Liquidator's meetings' and 'Voluntary Liquidation meetings'.
Rule 169	:	Application of rules to meetings.
Rule 170	:	Notice of meeting.
Rule 171	:	Place and time of meeting.
Rule 172	:	Notice of first or other meeting to the officers of LLP.
Rule 173	:	Proof of notice.
Rule 174	:	Costs of calling meetings at the instance of creditor or partner.
Rule 175	:	Chairman of meeting.
Rule 176	:	Resolution at creditors' meeting.
Rule 177	:	Resolution of partners' meeting.
Rule 178	:	Copies of resolutions to be filed.
Rule 179	:	Non-receipt of notice by a creditor or partner.
Rule 180	:	Adjournment.
Rule 181	:	Quorum.
Rule 182	:	Procedure in the absence of quorum.
Rule 183	:	When creditor can vote.
Rule 184	:	Cases to which creditors may not vote.
Rule 185	:	When secured creditor can vote and effect of voting.
Rule 186	:	Procedure when secured creditor votes without surrendering security.
Rule 187	:	Procedure for Tribunal meeting of creditors
Rule 188	:	Admission or rejection of proofs for purposes of voting.
Rule 189	:	Report of Tribunal meetings.
Rule 190	:	Minutes of proceedings.
Rule 191	:	Voting by proxies.
Rule 192	:	Form of proxies.
Rule 193	:	Proxies to Liquidator or Chairman.
Rule 194	:	Use of proxies by deputy.
Rule 195	:	Forms to be sent with notice.
Rule 196	:	Proxies to be lodged.
Rule 197	:	Holder of proxy not to vote on matter in which he is financially interested.
Rule 198	:	Minor not to be appointed proxy.
Rule 199	:	Filling in proxy where creditor or partner is blind or incapable.
Rule 200	:	Proxy of person not acquainted with English.
Rule 201	:	Attendance proceedings.
Rule 202	:	Representation of creditors and partners before Tribunal.
Rule 203	:	Powers of Liquidator.
Rule 204	:	Liquidator to be in the position of a receiver.
Rule 205	:	LLP's property to be surrendered to Liquidator on requisition.
Rule 206	:	Liquidator to realize unrealized contribution etc.
Rule 207	:	Service of notice of demand.
Rule 208	:	Order for payment of demand.
Rule 209	:	Other moneys due by partners.
Rule 210	:	Application for examination of persons suspected of having property, etc.
Rule 211	:	Directions at hearing of summons.
Rule 212	:	Examination on commission or by interrogation.
Rule 213	:	Service of the summons.
Rule 214	:	Conduct of the examination.
Rule 215	:	Notes of the deposition.
Rule 216	:	Order for public examination of partners, designated partners, officers etc in connection with fraud etc
Rule 217	:	Notice of public examination.
Rule 218	:	Adjournment of public examination to Tribunal.
Rule 219	:	Procedure for contumacy.
Rule 220	:	Notes of Examination.
Rule 221	:	Shorthand notes of examination under above rules
Rule 222	:	Application by any person under examination for fraud, etc. to be exculpated.
Rule 223	:	Default in attending examination.
Rule 224	:	Public examination in connection with fraud etc.
Rule 225	:	Applications in connection with Liability for fraudulent conduct of business or to assess damages against delinquent partners, etc.
Rule 226	:	Directions at preliminary hearing of summons.
Rule 227	:	Application for further directions.
Rule 228	:	Application for disclaimer of onerous property.
Rule 229	:	Preliminary hearing of the summons.
Rule 230	:	Claimant to furnish statement of his interest.
Rule 231	:	Service of notice.
Rule 232	:	Order granting leave to disclaim.
Rule 233	:	Disclaimer to be filed in Tribunal.
Rule 234	:	Vesting of disclaimed property.
Rule 235	:	No claim to be compromised or abandoned without sanction of Tribunal.
Rule 236	:	Application for sanction of compromise.
Rule 237	:	Sale to be subject to sanction and to confirmation by Tribunal.
Rule 238	:	Procedure at sale.
Rule 239	:	Expenses of sale.
Rule 240	:	Declaration of distributable sum or return of assets.
Rule 241	:	Notice of declaration.
Rule 242	:	Form of authority to pay distributable sum.
Rule 243	:	Transmission of distributable sums by post.
Rule 244	:	Form of order directing return of Assets.
Rule 245	:	Payment of distributable sum or return of Assets due to a deceased creditor or partner.
Rule 246	:	Liquidator to apply for dissolution
Rule 247	:	Dissolution of the LLP.
Rule 248	:	Liquidator to pay the balance into public account.
Rule 249	:	Conclusion of winding up.
Rule 250	:	Application to declare dissolution void.
Rule 251	:	Registers and Books to be maintained by the Liquidator.
Rule 252	:	All money to be paid into Scheduled Bank.
Rule 253	:	Bills, cheques and securities to be deposited into bank.
Rule 254	:	Payments into Bank
Rule 255	:	Liquidator's Distributable sum Account.
Rule 256	:	Fees to be credited to Central Government.
Rule 257	:	Where the LLP has no available assets.
Rule 258	:	Investment of moneys.
Rule 259	:	Liquidator to examine the accounts for purposes of investment.
Rule 260	:	Investments to be made by the Bank.
Rule 261	:	Distributable sum and interest to be credited.
Rule 262	:	Refund of Income-tax.
Rule 263	:	Yearly Accounts to be filled.
Rule 264	:	Form of accounts.
Rule 265	:	Nil Account
Rule 266	:	Audit of the Liquidator's accounts.
Rule 267	:	Auditors certificate to be filed.
Rule 268	:	Audit fees.
Rule 269	:	Inspection of the account and certificate of audit.
Rule 270	:	Account and auditor's report to be placed before Member.
Rule 271	:	Assistance for the Liquidator.
Rule 272	:	Employment of additional or special staff where official Liquidator acts as Liquidator.
Rule 273	:	Apportionment of expenses of common staff where official Liquidator acts as Liquidator
Rule 274	:	Application for examination
Rule 275	:	Applicability of rules.
Rule 276	:	Declaration of solvency
Rule 277	:	Statement to be laid before meeting of creditors.
Rule 278	:	Notice of appointment of LLP liquidator
Rule 279	:	Security by LLP liquidator appointed by Tribunal.
Rule 280	:	Limit of remuneration of LLP liquidator appointed by the Tribunal.
Rule 281	:	Restriction on purchase of goods by LLP liquidator.
Rule 282	:	Office of LLP liquidator vacated by his insolvency.
Rule 283	:	Resignation of LLP liquidator.
Rule 284	:	Duty of LLP liquidator upon resignation.
Rule 285	:	Books to be kept by the LLP liquidator.
Rule 286	:	Banking account of the LLP liquidator.
Rule 287	:	Bills, cheques and securities to be deposited in Bank.
Rule 288	:	Investment of surplus funds.
Rule 289	:	Liquidator's statements under rule 56.
Rule 290	:	Submission of periodical reports to the Tribunal.
Rule 291	:	Notice convening final meeting and the account to be laid before the meeting.
Rule 292	:	Returns to Registrar.
Rule 293	:	Inspection by creditor or partner of statements filed by liquidator.
Rule 294	:	Audit of the liquidators' account.
Rule 295	:	Applications for stay of proceeding in the winding up
Rule 296	:	Statement of payment.
Rule 297	:	Unclaimed distributable sums or undistributed assets under investment.
Rule 298	:	Operation and maintenance of the Account.
Rule 299	:	Cost, expenses, charges or fees payable out of the assets in a winding up by the Tribunal
Rule 300	:	Inspection of file.
Rule 301	:	Appeal from Order of Tribunal to National Company Law Appellate Tribunal