Advertise With Us

    LLP Closure without filing Form-3

    Posted By : Devashish Bharti / Published on : 24-Jul-2019 01:41 PM / View : 764 / Comment : 2

    Print button
    Dear All,

    An LLP has been incorporated. But, initial LLP agreement via form 3 is pending to be filled with ROC.

    1. Now, due to some dispute between partners, they want to dissolve LLP is it possible as incorporation has been done just 2 months back??
    2. Or whether any of one can resign and another can be added?
    If we go for option 2, first we have to file the initial agreement and then only we can change the agreement, am I correct?
    Whether strike off is possible?

    Please reply.
    Read more on : form filing without closure

    • Dear Folks,

      Application for striking off name of Limited Liability Partnership (LLP) shall be file in form 24:

      Form 3 Need to be file before closure of LLP:

      1. Now, due to some dispute between partners, they want to dissolve LLP is it possible as incorporation has been done just 2 months back?-LLP shall be closed after one year of its Incorporation when its get failed to start an operation and form 3 is pre-requsite for filing of form 24 for LLPM Closure.


      2. Or whether any of one can resign and another can be added?
      If we go for option 2, first we have to file the initial agreement and then only we can change the agreement, am I correct?-Yes right need to be file Form 3 for Initial agreement then file again form 3 & 4 for partners change.

       

      More, LLP act or rules doesn’t provide any exemptions regarding the filing of LLP agreement in form LLP-3 but when you will do pre-scrutinty of form 24 popup will come for the filing of form 3.

      In case of change in LLP agreement due to appointment or cessation of designated partner(s)/ partner(s), eForm 4 (Notice of appointment, cessation, change in name/ address/ designation of a designated partner or partner and consent to become a partner/ designated partner) should be filed together at the time of filing of eForm 3. 

      The Stamp Duty payable of LLP Agreement is a State subject and same may be paid as per the State Stamp Act. Till the time specific Stamp Duty is prescribed in respective Stamp Act, the Stamp duty on LLP Agreement may be paid as per the stamp duty payable on partnership agreement in view of the Finance Bill, 2009.

      https://blogs.compliancecalendar.in/step-wise-procedure-and-checklist-to-close-llp-by-cs-tanuj-saxena-2141

       

      13-06-2022 / 07:04:07 AM
      Reply
    • Statement of Accounts disclosing Nil assets and Nil liabilities [sub-clause (a) of clause (II) of sub-rule (1A) to rule 37.

      Refer rule 37 for the same

      37(1) Where a limited liability partnership is not carrying on any business or operation - (a) 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   (b) 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,  the Registrar shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice:  Provided that no such notice by Registrar shall be required under clause (b): Provided further that where the limited liability partnership is regulated under a special law, the application for removal of its name shall be accompanied by approval of the regulatory body constituted or established under that law.

       

      (2) A notice issued under sub-rule (1) or contents of an application made by the LLP shall also be placed on the website of the Ministry of Corporate Affairs for the information of the general public for a period of one month.

      (3)  At the expiry of the time mentioned in the notice under sub-rule (1), or one month under sub-rule (2) above, the Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, or the Registrar is satisfied that the name should not be struck off from the register, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved.

      (4)  The Registrar, before passing an order under sub-rule (3), shall , where he has sufficient cause to believe that the limited liability partnership has any asset or liability, satisfy himself that 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 and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership: Provided that  notwithstanding the undertakings referred to in this subrule, the assets of the limited liability partnership shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the limited liability partnership from the register.

      (5)  The liability, if any, of every designated partner of the limited liability partnership dissolved under sub-rule (3), shall continue and may be enforced as if the limited liability partnership had not been dissolved. 

      (6)  Nothing in this rule shall affect the power of the Tribunal to wind up a limited liability partnership the name of which has been struck off the register.  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. 

      13-06-2022 / 07:17:30 AM
      Reply
    Please Select File:



Other Queries from Devashish Bharti
What's New on

Unanswered Queries
Latest Queries
Like us on Facebook
Follow Us on Twitter

We are always here to help you. Don’t hesitate to contact us anytime!

+91-9988424211 or ask@compliancecalendar.in