Winding Up & Dissolution of LLP

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  • Last Updated on 31 December, 2021

What is a Limited Liability Partnership (LLP)?

LLP is a body corporate and an artificial person which is created by a legal process called ‘Incorporation’ and its existence comes to an end by another legal process called ‘Dissolution’. On the dissolution of LLP, its name is struck off from the records of ROC and the fact is published in the official Gazette.

Rules for Winding Up and Dissolution of LLP

1. According to Sec. 65, the Central Government may make rules for the provisions in relation to winding up and dissolution of LLPs.

2. Section 67 of the LLP Act, 2008 confers the powers on the Central Government to direct that any of the provisions of the Companies Act, 1956 similar or with modifications specified in the notification shall apply to any LLP. The Central Government issued notification vide GSR 6(E), dated 6th January, 2010, directing that certain sections of the Companies Act, 1956 shall apply to winding up of LLPs with modifications specified in the notification.

3. The Central Government has also notified the “Limited Liability Partnership (Winding up and Dissolution) Rules, 2012” vide notifica-tion No. [F.No. 1/7/2012-CL-V] dated 10/07/2012. The Annexures to the Rules also contain the forms to be filed and prescribed fees to be paid by the LLP in various circumstances.

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Key Definitions

a) LLP Liquidator

“LLP liquidator” means a liquidator appointed in connection with voluntary winding up of LLP from the panel maintained by the Central Government.

b) Officer

“Officer” includes any designated partner, partner employee of the LLP and any person in accordance with whose directions or instructions the partners of the LLP have been accustomed to act.

c) Tribunal

“Tribunal” means the National Company Law Tribunal constituted under sub-section (1) of section 10FB of the Companies Act, 1956 (1 of 1956) [Sec. 2(1)(U)]. Provided that until the tribunal is constituted under the aforementioned Act, the word “Tribunal” shall be substituted with the words “High Court”.

d) Registrar

“Registrar” means a Registrar, or an additional, or joint, a deputy or an assistant registrar, having the duty of registering companies under the Companies Act, 1956 (1 of 1956) [Sec. 2(1)(S)].

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