LLP Winding up - NRI DP

Dear Experts,

Scenario :one LLP need to windup its operations (It is an inactive LLP), so Designated partners need to windup. they would like to opt for strikeoff. one DP is in India & another one is in Australia (recently migrated to Australia for study purpose- still an Indian citizen. he haven't left Indian citizenship; NRI category).

01) NRI DP cannot visit India for another 2 years. in this situation, how can we execute an affidavit/indemnity bond? any provision to execute it in AU itself . (hague convention ...)?

 

Thanks in advance

Replies (1)

Yes, an NRI Designated Partner (DP) of an LLP can still execute the affidavit and indemnity bond for LLP strike-off from abroad, including from Australia, under certain conditions.

Here’s a clear breakdown of the process and legal provisions that apply:


✅ Situation Summary:

  • LLP is inactive and wants to apply for strike off under Rule 37(1)(b) of LLP Rules, 2009.

  • One DP is in India.

  • Another DP is in Australia (NRI, still Indian citizen), unable to travel to India for 2 years.

  • Affidavit and indemnity bond are required as per LLP strike-off rules.


✅ Legal Basis & Practical Solution:

🔹 1. Affidavit & Indemnity Bond from Abroad:

Yes, the NRI DP can execute the documents from Australia, following this route:

Option A: Notarization + Apostille (Preferred if Australia is a Hague Convention country)

  • Australia is a signatory to the Hague Apostille Convention.

  • So, the affidavit and indemnity bond can be:

    1. Notarized by a Notary Public in Australia.

    2. Apostilled by the Department of Foreign Affairs and Trade (DFAT) in Australia.

This makes the document valid in India without the need for consular attestation.

✅ Key Point: Apostilled documents are accepted in India as per the Hague Convention (1961).


Option B: Consular Attestation (Alternative route)

  • Alternatively, the NRI DP can get the documents:

    1. Notarized locally in Australia, and then

    2. Attested by the Indian Embassy/Consulate in Australia.

This is also valid in India, though Apostille is simpler for Hague Convention countries like Australia.


📄 Documents to be prepared:

  • Affidavit as required under LLP Form 24 (format per LLP Rules).

  • Indemnity Bond on appropriate stamp paper (if possible, or equivalent declaration in AU).

  • Attach copy of passport and address proof of NRI DP.


✅ Filing with MCA:

  • These apostilled/attested documents can be scanned and submitted while filing LLP Form 24 online.

  • Originals should be preserved for any possible verification.


⚠️ Important Tips:

  • Ensure exact format of affidavit and indemnity bond as per LLP strike-off procedure.

  • Mention the DP’s current overseas address in the affidavit.

  • Apostille/attestation must be done after execution, not before.

  • Attach proof of inactivity (e.g., nil turnover, no bank transactions, etc.).


✅ Summary Answer:

Yes, the NRI DP can execute the affidavit and indemnity bond in Australia, by:

  • Getting it notarized and apostilled (preferred), or

  • Getting it notarized and attested by the Indian Consulate.

This is fully valid in India for LLP strike-off purposes under Rule 37(1)(b) of the LLP Rules.

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