DECLARATION OF LIMITED LIABILITY PARTNERSHIP AS DEFUNCT.

[Mr. M. GOVINDARAJAN]

                        A limited liability partnership (‘LLP’ for short) is a form of business organization with each partner’s liability to the contribution made by that partner in relation to the LLP except in case of fraud, malpractice, wrongs etc., in which case liability that can attach to the relevant partner may be unlimited.  The LLP shall be a body corporate and a legal entity separate from its partners.   It shall have perpetual succession and any change in partners shall not affect the existence, rights and liability of LLP.  An LLP may be registered with the Registrar of Companies.    Many of the features of LLP are alike to the provisions applicable to the companies except a few.  The Company is required to have Memorandum of Association and Articles of Association whereas the LLP is required to have LLP agreement between the parties of LLP or between LLP and its partners which determines the mutual rights and duties of the partners, their rights etc.,

                        LLP may also be wound up as that of the companies registered under the provisions of the Companies Act.   In winding up process the dissolution of the company is brought about and the assets of the company are disposed off to meet the liabilities of the same.   If there is any surplus it is distributed among the owners.   Like that of Companies Act, the LLP Act provides two types of winding up – one is voluntary winding up and the other is compulsory winding up.

                        Many companies are defunct in nature.   The Government has made many attempts to remove such defunct companies from the register of RoC.    In case of LLP also, if the LLP wants to close down its business or not carrying on any business operation, it can declare the LLP as defunct.  The following is the procedure to declare the LLP as defunct:

• An application is required to be filed to the Registrar of Companies in e-Form 24 with the request to strike off the name of LLP under Rule 37(b) of LLP Rules 2009 with the consent of all the partners;
• The application so submitted is to be supported by indemnity bonds to indemnify any person legally claiming after the LLP to be stroked off and duly sworn affidavits declaring all the information provided and statements given to be true, from all partners;
• The application should also be supported by approvals or No objection Certificate from concerned Regulatory Authorities with which the LLP is registered;
• On receipt of the application, the Registrar shall publish a notice on the website of RoC indicating the intention of the LLP for a period of one month for the notice of the general public;
• The Registrar, where he has sufficient cause to believe that the LLP has any asset or liability, satisfy himself that sufficient provision has been made for the realization of all amount due to the LLP and for the payment or discharge of its liabilities and obligations by the LLP within a reasonable time.   If necessary it shall obtain necessary undertakings from the designated parter or partner or other persons in charge of the management of the LLP;
• On the expiry of one month from which RoC published a  notice in its website, the RoC shall, by an order, unless cause to the contrary is shown by the LLP, strike its name off the register and shall publish notice thereof in the Official Gazette and on the publication in the Official Gazette of the notice the LLP shall stand dissolved.