As per Limited Liability Partnership Rules, 2009- Rule 37 (1), ROC has power to strike off any defunct LLP or any LLP may voluntarily apply to Registrar of Companies for striking off its name from the register.
I. MANDATORY STRIKE OFF BY REGISTRAR
Where an LLP is not carrying on any business or operation for a period of two years or more and the Registrar has reasonable cause to believe the same, the Registrar shall send a notice to the LLP and all its partners, of his intention to strike off the name and requesting them to send their representations, if any, within a period of one month from the date of the notice.
II. VOLUNTARY STRIKE OFF
Where an LLP is not carrying on any business or operation for a period of one year or more, it can make an application for Strike Off in Form 24 to the Registrar.
Explanation. - 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 revenue generating business.
Note: Even if an LLP is struck off, the liability of all Designated Partners continues and may be enforced as if the LLP had never been dissolved.
POST-SUBMISSION OF LLP FORM 24
- A notice issued by Registrar or contents of an application made by the LLP shall also be placed on the website of the MCA for a period of one month.
- At the expiry of time mentioned in the notice or one month, the Registrar may by an order strike off its name, and shall publish notice in the Official Gazette, and on the publication of this notice, the LLP shall stand dissolved.
- The Registrar shall, before passing an order has sufficient cause to believe that the LLP has any asset or liability, satisfy himself that sufficient provision has been made for the realisation of all amount due to the LLP and for the discharge of its liabilities and obligations and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the LLP.
- The assets of the LLP shall be made available for the discharge of all its liabilities and obligations even after the date of the order removing the name of the LLP from the register.
- The liability of every designated partner of the LLP dissolved shall continue and may be enforced as if the LLP had not been dissolved.
Explanation. -In computing the period of 30 days from the date of order, the requisite time for obtaining a certified copy of order shall be excluded.
The author is a Practicing Company Secretary and founder of the firm Sahil Jain & Associates.
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