Strike off – Limited Liability Partnership

In case if the Limited Liability Partnership (LLP) wants to close down its business, it can make an application to the registrar for removing the name of the LLP from its registers of LLP’s.

Section 75 of Limited Liability Partnership Act, 2008 (LLP Act, 2008) read with Rule 37 of Limited Liability Partnership rules, 2009 deals with strike off of LLP.

·           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, for the purpose of taking suo-motu action for striking off the name of the LLP; or

·         LLP is not carrying on any business or operation for a period of one year or more and has made an application in Form 24 to the Registrar, with the consent of all partners of the limited liability partnership for striking off its name from the register

Striking off Name of LLP from the Register by way of an application to Registrar:

Conditions to be satisfied before making an application: 

·         Consent of all partners of LLP

·         Extinguishment of all liabilities

·         LLP desirous to make an application should file overdue returns up to end of the financial year in which LLP ceased to carry on its business or commercial operation.

o   Form 8 (Statement of account and solvency)

o   Form 11 (Annual return of LLP)

This condition is modified w.e.f. 20^th May, 2017 whereby all the returns are required to be filed by the LLP for making application for strike off.

The process for making application to registrar for strike off:

1.  File all overdue returns i.e. form 8 and form 11, if any (up to end of the financial year in which LLP ceased to carry on its business)

2.  Obtain consent of all partners of LLP

3.  Obtain approval of concerned regulatory authority, required if any

4.  Authorizing one partner to make application to Registrar

5.  Make Application to registrar in E- Form 24 with following attachments:

a.       Copy of consent of all partners

b.      Copy of authority to make application duly signed by all partners

c.       Copy of affidavit from all the designated partner  for striking off

d.      Copy of statements of Nil assets and liabilities duly certified by chartered accountant in practice not earlier than 30 days of the date of filing of Form 24

e.       Copy of acknowledgement of latest Income tax return

f.       Copy of the initial LLP agreement

6.  Application  made to be placed on the website of MCA for the information of general public for the period of one month

7.  On expiry of one month, if registrar is satisfied that the name should be struck off from the register, the registrar shall struck off and publish notice in official gazette.

The LLP can make application for strike off, if all the conditions mentioned above are satisfied. If either of the condition is not satisfied the LLP can proceed for winding up of LLP. However, the winding up of LLP is time driven process and complex and requires approval of High Court/NCLT.