Where a LLP was formed for carrying out any commercial activity including providing services, and where such LLP ceases to carry out any activity for a period of one year or more or from the date of incorporation or from the end of the last financial year, shall make an application to the concerned ROC for striking off the LLP from the Register of LLP.
As per Section 63 of the Limited Liability Partnership Act, 2008 and Rule 37 of the Striking off Name of Defunct LLP, where the LLP is not carrying any business for two or more years the Registrar suo moto will strike off the LLP.
Where the LLP has not conducted any business or is defunct for a period of one year it can voluntarily make an application in Form 24 for striking off its name from register with the consent of all the Partners. The registrar shall send a notice to the LLP and all its partners of his intention to strike off the name of the LLP and requesting them to send in their representations along with copies of relevant documents, if any within a period of one month from the date of notice.
Where the LLP is regulated under a special law, the application for removal of its name from the register shall be accompanied by approval from regulatory body constituted under that law.
If a dormant or non-functioning LLP does not respect the law, the officers of the LLP may face severe fines, penalties and punishments, including the Directors/Partners being debarred from creating other LLP. As a result, it is preferable to officially dissolve an inactive LLP in order to avoid future fines and liabilities.
The date of cessation shall be the date from which the LLP 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 revenue generating business.
Before Filling the application certain pre-conditions are to be fulfilled:-
- Approval for Strike Off: A meeting of Partners shall be called and approval/consent shall be obtained for making an application
- Consent of Partners: Consent of all the Partners shall be obtained before filling Form 24
- Close all its bank accounts: The LLP shall close all its bank accounts and obtain a document evidencing closure of Bank Account.
- No Liabilities shall exist:- There shall be no Liabilities existing as on the date of filling of Form 24
- Shall File Overdue returns: The LLP shall file all previous pending Annual Returns upto the date of filling of the Form 24 i.e. Form 8 and Form 11.
- IT Returns:- The LLP shall have filed IT returns
- Initial Agreement: Initial agreement shall be available even if not filed under Form 3 of the LLP Act.
Documents needed for filling Form 24:-
- Authority to make application – Duly signed by all Partners
- Acknowledgement of latest Income tax return – Self explanatory
- Detailed Application – mention full details of limited liability partnership plus reasons for closure.
- A statement of accounts disclosing Nil assets & NIL Liabilities which is certified by a CA made upto a date not more than 30 days of the date of filling of Form 24.
- Initial Limited Liability Agreement, if entered into and not filed along with changes thereof
- An affidavit signed by designated partners, either severally or jointly
- An Indemnity bond
- Consent of Partners and creditors
- Form 8 and Form 11 forms and receipt
- Bank Account closure receipt/acknowledgement
- CTC of the resolution passed at the meeting of Partners.
FORMATS
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:
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:
Application for striking off the name of LLP
LLPIN :
Name of the LLP :
To,
The Registrar of Companies,
Address : (concerned ROC)
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
INDEMNITY BOND
To,
The Registrar of Companies,
Place:
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:
Witnesses: 1.
Resolution
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//
For_________________________LLP
Designated Partner
DIN:
Address:
Date:
Place:
Designated Partner
DIN:
Address:
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