Chapter XIV
Striking off name of defunct llp
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 sub-rule, 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.
