Do you own an LLP? Do you want to close down your LLP? there are many questions that might be arising about LLP Strike off in your mind. Here we have made a compilation of the Most Frequently Asked questions.
Q1) What is Limited Liability Partnership?
Ans. A Limited Liability Partnership i.e. LLP is a partnership where some or all the partners have limited liability. LLP is an alternative corporate business form that it gives the benefits of limited liability of a company and the flexibility of a partnership.
Q2) When do I need to close my LLP?
Ans. An LLP need to be closed down on the following conditions:
- LLP is inoperative from the date of incorporation or inactive for a period of at least one year
- LLP does not have any assets / liabilities as on the date of application.
Q3) How can i close my LLP?/What are the major steps to close an LLP?
Ans. By following the below given steps you can close your LLP by filing Form 24:
- Step 1: Cease Commercial Activity
- Step 2: Close Bank Account(s)
- Step 3: Prepare Affidavits & Declaration
- Step 4: Prepare Documents
- Step 5: File Any Pending Documents
- Step 6: Obtain Chartered Accountant Certificate
- Step 7: File LLP Form 24
Q4) What is strike off procedure for LLP?
Ans. In case the LLP wants to close down its business or where it is not carrying on any business operations for a period of one year or more, it can make an application to the Registrar of Companies for declaring the company as defunct and removing the name of the LLP from its register of LLP 's. The name of LLP can be struck off by the registrar or by the LLP in e-Form 24 with the consent of all partners.
On receiving the application, the registrar would send a notice to the Limited Liability Partnership and all its partners, of his intention to remove the name of the LLP from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of 30 days from the date of the notice.
On completion of the time mentioned in the notice, if there are no adverse representations from LLP partners or general public, the registrar could if satisfied, strike off the LLP name from the register and publish a notice in the official gazette.
Q5) What are the ways to strike off the LLP?
Ans. An LLP can strike off its business by adopting any of the following two ways:
- Declaring LLP as Non-functioning: When ana LLP is not carrying the business for one or more years or it wants to close down its business, it can make an application to the registrar to declare the LLP as defunct and remove its name.
- Voluntary winding up: When partners decides between themselves to wind up the business
- Compulsory winding up: Upon failing to comply with some conditions the LLP may be compulsorily wound up by the tribunal.
Q6) What are the documents required for strike of LLP?
Ans. To strike off the name of the LLP, an application is required to be made in e-Form 24 with following below mentioned documents:
- 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.
- Copy of acknowledgement of latest Income tax return- Self Explanatory.
- Copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof.
- 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.
- An affidavit signed by the designated partners, either jointly or severally, to the effect:
- 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);
- That the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;
- 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;
- 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.
Q7) Which companies will not be qualified for provisions of strike off?
Ans. The following companies do not qualify for the provision of strike off:
- Listed companies.
- Companies delisted on account of non-compliance of listing regulations, listing agreement or any other statutory laws.
- Vanishing companies.
- Companies which has been listed for inspection or investigation – if such directive is being carried out/pending/completed but the prosecutions concerning such inspection or investigation are pending in a Court of law.
- Companies which hasn 't yet responded to notices of select provisions.
- Companies which hasn 't furnished the follow-up instructions on any report under section 208 of the Act.
- If the prosecutions related to the above two provisions are pending in a Court of law.
- Companies against which any case for prosecution is pending in a Court of law.
- Companies, whose application for compounding is pending before the competent authority for compounding the offences committed by it or any of its officers in default.
- Companies accepting any public deposits which are outstanding.
- Companies having any charges which remain to be satisfied.
- Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Act.
Q8) What is the use of E-Form 24?
Ans. E-Form 24 is used for making an application to the Registrar of Companies for striking off the name of the LLP.
Tags : Corporate Law