The Ministry of Corporate Affairs amended the Limited Liability Partnership (LLP) Rules 2009, particularly Rule 37, on 6th August 2024, introducing significant changes vide Limited Liability Partnership (Amendment) Rules, 2024. Originally, Rule 37 required the Registrar to handle applications for striking off LLP names from the register with the consent of all partners, sending notices and handling representations. The amendment now delegates these responsibilities to the “Centre for Processing Accelerated Corporate Exit.” This change is reflected in multiple sub-rules. Sub-rule (1) Clause (b) now specifies that the Centre will manage the process of sending notices and handling applications in Form 24 for striking off LLP names. Similarly, Sub-rule (2) Clause (b) and Sub-rule (4) Clause (b) extend the Centre’s role to making final decisions on striking off names and ensuring that all assets and liabilities are addressed before dissolution. These adjustments aim to streamline the dissolution process of LLPs, ensuring efficiency and thoroughness in managing their exit from the register. The new procedures mandate that the Centre for Processing Accelerated Corporate Exit handles notifications, representations, and necessary undertakings, emphasizing a more centralized and specialized approach to processing LLP dissolutions.
| Original | Amendment |
| Rule 37 sub Rule(1) Clause(b) “for a period of one year or more and has made an application in Form 24 to the Registrar, with the consent of all partners of the limited liability partnership for striking off its name from the register, the Registrar shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice:” Provided that no such notice by Registrar shall be required under clause (b) | Rule 37 sub Rule(1) Clause(b) “for a period of one year or more and has made an application in Form 24 to the Registrar, “the Centre for Processing Accelerated Corporate Exit” with the consent of all partners of the limited liability partnership for striking off its name from the register, the Registrar “the Centre for Processing Accelerated Corporate Exit” shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice:” Provided that no such notice by Registrar “the Centre for Processing Accelerated Corporate Exit” shall be required under clause (b) |
| Rule 37 sub Rule(3) clause(b) “At the expiry of the time mentioned in the notice under sub-rule (1), or one month under sub-rule (2) above, the Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, or the Registrar is satisfied that the name should not be struck off from the register, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved. | Rule 37 sub Rule(2) clause(b) “At the expiry of the time mentioned in the notice under sub-rule (1), or one month under sub-rule (2) above, the Registrar “or the centre for Processing Accelerated Corporate Exit, may, by an order, unless cause to the contrary is shown by the limited liability partnership, or the Registrar “or the centre for Processing Accelerated Corporate Exit, is satisfied that the name should not be struck off from the register, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved. |
| Rule 37 sub Rule(4) clause(b) “The Registrar, before passing an order under sub-rule (3), shall, where he has sufficient cause to believe that the limited liability partnership has any asset or liability, satisfy himself that sufficient provision has been made for the realisation of all amount due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by the limited liability partnership within a reasonable time and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership: | Rule 37 sub Rule(4) clause(b) “The Registrar, “or the Centre for Processing Accelerated Corporate Exit, before passing an order under sub-rule (3), shall, where he has sufficient cause to believe that the limited liability partnership has any asset or liability, satisfy himself that sufficient provision has been made for the realisation of all amount due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by the limited liability partnership within a reasonable time and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership: |
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