Where the LLP is not conducting any business or operations for one year, such LLP can make an application for suo moto’s objective to strike off the LLP’s name according to section provisions 75 of the LLP Act, 2008 read with Rule 37.
The process to strike off the LLP’s name by way of an application to RoC.
Once you register a limited liability partnership, you need to follow all the necessary compliance when it comes to winding up the same. Few of the crucial steps involve –
Conveying and holding a meeting – conveying and holding the meeting of LLP partners to make an application for striking off of the LLP’s name and authorizing the partner to make the application to the registrar. The consent of all LLP partners has to be acquired before making an application to the registrar for striking off the LLP’s name.
Submissions – all the pending submissions, including the annual submission of form 8 and form 11 up to the end of the financial year in which the LLP ceased to conduct its business or commercial operations, have to be finished before making an application to strike off of the LLP’s name.
Approvals – approvals from the concerned authorities have to be acquired in case of the LLP regulated by any special law.
Other documentation – all the designated partners of the LLP should execute an affidavit, either combinedly or severally, that the LLP ceased to conduct its commercial activity from (the date) or has not begun business and also declares that the LLP has no liabilities and indemnity, any liability that might arise even after striking off its name from the register. The partners’ liability would not be differentiated even after the LLP closure while using form LLP 24.
Submission of application to wind up – an application to strike off the LLP’s name has to be made in form 24 with payment of fees and the following documents;
- A statement of account revealing nil assets and nil liabilities, certified by CA (chartered accountant) in practice, made up to a date not earlier than one month of the date of submission of form 24.
- Acknowledgment’s copy of latest income tax return (ITR) – self-explanatory.
- Copy of initial LLP partnership agreement, if entered into and not submitted, along with changes thereof.
- An affidavit signed by the designated partners, either combinedly or severally, to the effects;
– That the LLP has not initiated business or where it initiated business, it ceased to conduct on such business.
– That the LLP has no liabilities and indemnifying any liability that might arise even after striking off its name from the registrar.
– That the LLP has not opened any bank account and where it had opened, the said bank account has since been closed together with certificates or statements from the concerned bank representing closure of bank account.
– That the LLP has not submitted any ITR where it has not conducted any business since its incorporation, if applicable.
- Detailed application’s copy – mentioning full details of LLP plus reasons to close your limited liability partnership business.
- Copy of authority to make the application – duly signed by all the associates.
Notice of publication – notice has to be placed on the website of the ministry of corporate affairs (MCA) for the information of the general public for the period of one month.
To strike off the LLP’s name – after the expiry of the stipulated time of one month and unless the LLP shows cause to the contrary, the registrar can initiate if there is no opposition received to strike off the LLP’s name from the register of partnership.
Provision of realization of the amount due – the registrar, before passing an order for striking off the LLP’s name, should satisfy that enough provision has been made for the realization of all amount due to the LLP and the payment or discharge of its liabilities and obligation by the LLP within a reasonable time. Registrar can acquire requisite undertakings from the designated partner or other persons in charge of the LLP management.
Dissolution notice of LLP – after the expiry of the stipulated time mentioned in the notice, the registrar can strike off the LLP’s name from the register. The notice of striking off the LLP’s name from the register and its dissolution has to be published in the official gazette. The company should stand dissolved on the publication of this notice in the official gazette.
Striking off the LLP’s name – on processing the application, the concerned registrar would strike off the LLP’s name from the register of the partnership if found without errors.
All designated partners’ LLP liabilities will persist and might be imposed as if the LLP has not been dissolved.