This article lays down the detailed procedure for striking off the LLP.
As per Limited Liability Partnership Rules, 2009, Rule 37 (1) (b) any LLP may after following the below-mentioned process voluntarily apply to ROC for striking off its name from the register of LLP.
STEP-1- Pre-Conditions for striking off LLP-
1. Not carrying on any business or operation since incorporation or for a period of one year or more (Hence, if the LLP is operational and the partners wish to close the LLP, the LLP must first cease all commercial activity) and
2. Consent of all partners of the limited liability partnership for striking off its name from the register.
3. file overdue returns in Form 8 and Form 11 up to the end of the financial year in which the limited liability partnership ceased to carry on its business or commercial operations before filing Form 24;
4. No creditor should exist as on the date of making an application for striking off.
The LLP should not have opened any bank account and where it had opened the said bank account shall be closed as on the date of making the application for striking off.
** The date of cessation of commercial operation is the date from which the Limited Liability Partnership ceased to carry on its revenue-generating business and the transactions such as receipt of money from debtors or payment of money to creditors, subsequent to such cessation will not form part of the revenue-generating business.
STEP-2- FILING OF FORM 24 FOR STRIKING OFF
Attachments-
- where the limited liability partnership is regulated under a special law, the application for removal of its name shall be accompanied by the approval of the regulatory body constituted or established under that law.
- a statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24;
- an affidavit signed by the designated partners, either jointly or severally, to the effect,-
1. that the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from ………….(dd/mm/yyyy);
2. that the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;
3. that the Limited Liability Partnership has not opened any Bank Account and where it had opened, the said bank account has since been closed together with certificate(s) or statement from the respective bank demonstrating closure of Bank Account;
4. that the Limited Liability Partnership has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable.
- a copy of the acknowledgement of the latest Income-tax return filed under the Income-tax Act,1961 (43 of 1961) and the rules made thereunder for the time being in force, where the limited liability partnership has carried out any business and has filed such return.
- copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof in cases where the Limited Liability Partnership has not commenced business or commercial operations since its incorporation.
- Copy of Detailed Application- Mention full details of LLP plus reasons for closure
- Copy of Authority to Make the Application- Duly signed by all the Partners.
DRAFT ATTACHMENTS
AFFIDAVIT
We, __________________ (DPIN:__________) and ______________ (DPIN:___________), Designated Partners of ______________ LLP (LLPIN :______) (‘the LLP”) since its incorporation on ____ __________ under the Limited Liability Partnership Act, 2008 having its registered address at _______ _______________________________ do solemnly affirm and state as under :
a) The LLP has been inactive since the time of its incorporation and no commercial activities have been carried out in the name of the LLP. The LLP is not intending to do any business or commercial activity.
b) The LLP has no Creditors as there were no business transactions.
c) The LLP does not have any assets and liabilities as on date except the residual amount of contribution left after ROC and compliance expenses.
d) The LLP does not maintain any bank account as on date.
e) As on date the LLP does not have any dues towards Income Tax/ Sales Tax/Central Excise/Banks & Financial Institutions; any other Central or State Government departments/authorities or any local authorities.
f) There is no litigation ever existed or pending against or involving the LLP.
g) In case of any loss(es) to any person or any valid claim and liability arising from any person after the striking of the name of LLP from the Register of LLPs, we undertake to indemnify any person for such losses, valid claim and liability and the indemnity bond to this effect is being submitted separately with the application form.
We solemnly state that the contents of this affidavit are true to the best of our knowledge and belief and that it conceals nothing and that no part of it is false.
________________________
_____________________
Designated Partner
DPIN:
Address:
Designated Partner
DPIN:
Address:
Date: _______________
Place: New Delhi
VERIFICATION
WE, verify that the contents of this affidavit are true to the best of my knowledge and belief.
_________________________
__________________
Designated Partner
Designated Partner
TO WHOMSOEVER IT MAY CONCERN
CONSENT OF PARTNER
I, __________________ ( DPIN:___________ ) Designated Partner of _____________ LLP (LLPIN :_________________ ) having its Registered Office ________________ hereby give my consent to make an application to the Registrar of Companies to strike off the name of our LLP from the register since the entity has not been active since the time of its incorporation.
I also hereby consent to all the formalities which are required to be done with respect
to the closure of the said LLP.
__________________
(Name)
Designated Partner
DIN: __________________
Address:
Date: __________________
Place: New Delhi
Application for striking off the name of LLP
LLPIN :
Name of the LLP :
To,
The Registrar of Companies, Delhi
4th Floor, IFCI Tower,
61, Nehru Place
Delhi 110019
Dear Sir,
The Partners after carefully considering all the aspects and have duly resolved in their meeting held on dated______________ to make an application for striking off name of our LLP from the Register of LLPs pursuant to Rule 37(1)(b) of Limited Liability Partnership Rules, 2009.
We, the Partners of________________ LLP make an application for striking off the name of our LLP from the Register of LLPs maintained by the Registrar of Companies.
1. We furnish the following details and documents for considering our application:
i. Statement of Assets and Liabilities as on _________________
ii. Copy of Resolution showing authorization given to us for filing of this application.
iii. Consent of all the Partners.
iv. Indemnity Bond for striking off the name.
v. Affidavit of no creditors and liabilities of the LLP.
2) Now, therefore the undersigned requests you to strike off the LLP from the Register.
Yours Faithfully,
For _____________________________ LLP
________________________ ___________________
Designated Partner
DPIN:
Address:
Designated Partner
DPIN:
Address:
Date:
Place: New Delhi
INDEMNITY BOND
To,
The Registrar of Companies, Delhi
I, __________________ ( DPIN:___________ ) Designated Partner of _____________ LLP (LLPIN :_________________ ) incorporated on date______________ under the Limited
Liability Partnership Act, 2008 having its Registered Office at __________________________do hereby declare that:
1. That I have made an affidavit dated duly sworn before notary public affirming that the LLP- _____________ ___ LLP has assets worth Rs. Nil. The LLP has no liabilities.
2. Further the LLP is not intending to do any business or commercial activity. Thus, the LLP is defunct and I request the Registrar of Companies, Delhi to strike off the name of the LLP from the Register of Companies in terms of Rule 37(1)(b) of the Limited Liability Partnership Act, 2008.
3. In view of the above, I do hereby undertake in writing:
i. to pay and settle all lawful claims arising in future after the striking off the name of the LLP.
ii. to indemnify any person for any such losses that may arise pursuant to striking off the name of the LLP.
iii. to settle all lawful claims and liabilities which have not come to our notice at this stage, even after the name of the LLP has been struck off in terms of Rule 37(1)(b) of the Limited Liability Partnership Act, 2008.
__________________
(Name)
Designated Partner
DIN: __________________
Address:
Date:
Place: New Delhi
Witnesses:
1.
2.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE BOARD OF DESIGNATED PARTNERS OF __________________ LLP (LLPIN : ___________________ ) HELD ON __________________ AT ___________ PM AT THE REGISTERED OFFICE OF THE LLP SITUATED AT _________________
“RESOLVED THAT consent be and is hereby accorded to make an application to the Registrar of Companies to strike off name of ________________________ LLP from the register of LLPs since the entity has not been active since the time of its incorporation.
RESOLVED FURTHER THAT ______________ ( DIN:______) and/or __________________ (DIN: ), Designated Partners be and are hereby authorised severally/jointly on behalf of the LLP to sign and submit all documents, papers, forms, applications whether electronically or physically required for the purpose of strike-off of the said LLP or making any modification, alteration, amendment, any correspondence, communication or representation on behalf of the LLP.”
Certified true copy and accepted
For_________________________
| Designated Partner | Designated Partner |
| DIN: | DIN: |
| Address: | Address: |
| Date:
Place: New Delhi |
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