As per the provisions of section 75 of the Limited Liability Partnership Act, 2008 read with Rule 37 of Limited Liability Partnership Rules, 2009 as amended from time to time, the Registrar can suo motu remove the name of the LLP from the Register in case a limited liability partnership 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. In such a case the Registrar can suo motu take the action for striking off the name of the LLP. The registrar should take reasonable care before issuing notice to LLP and its partners for striking off.
Procedure to be followed by ROC for striking of the name of the LLP on suo motu basis:
1. Serve of notice: The registrar is required to send a notice to the LLP before striking off the name of the LLP and also send notice to all the partners of the LLP of his intention to remove the name of the LLP from the register of partnership. Such a notice shall contain the reasons for which the name of the LLP is to be removed from the register.
2. Reply to Notice: On receipt of such a notice the LLP along with all the partners of the LLP are required to send their representations along with copies of the relevant documents, if any, explaining the reasons as to why the name of the LLP should not be removed from the register. Such a representation should be given within a period of one month from the date of the notice.
3. Consideration of the representation made: The Registrar will scrutinize the representation made. If the Registrar is not satisfied with the representation made by the LLP and its partners, it may proceed to strike off the name of LLP
4. Publication of Notice: Notice shall be placed on the website of the Ministry of Corporate Affairs (MCA) for the information of the general public for the period of one month. Such publication is required to be given for the information of the general public in order to enable the general public to give their objections, if any, to the proposed striking off of name of the LLP from the register and requiring them to send their objection to Registrar within one month from the date of publication of the notice
5. Striking off of the name of the LLP: After the expiry of the time limit of one month and unless cause to the contrary is shown by the LLP, if there are no objections received, the Registrar can proceed to strike off the name of the LLP from the Register of partnership.
6. Provision for realization of amount due: The Registrar before passing an order for striking off of the name of the LLP should satisfy that the sufficient provision has been made for the realization 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. Registrar can obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership.
7. Notice of dissolution of the LLP: After the expiry of the time mentioned in the notice, the Registrar can strike off the name of the LLP from the Register. The notice of striking off the name of the LLP from the register and its dissolution should be published in the Official Gazette. The LLP shall stand dissolved on the publication of this notice in the Official Gazette.
Where the Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or its operation, in accordance with the provisions of this Act for a period of two years or more, the name of limited liability partnership may be struck off from the register of limited liability partnerships by ROC by taking suo motu action for striking off the name of the LLP. However before striking off the name of the LLP, the registrar shall give reasonable opportunity of being heard. The striking off LLP is to be done by the registrar as per the above procedure.
Source: Limited Liability Partnership Act, 2008 read with Rule 37 of Limited Liability Partnership Rules, 2009
Disclaimer: The article is based on the relevant provisions and as per the information existing at the time of the preparation. In no event I shall be liable for any direct and indirect result from this article. this is only a knowledge sharing initiative.
The author can also be reached at vinayak.charu@gmail.com
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