History, Definition, Characteristics, Advantages, Compare with Other Entities, Registration in India,Annual Returns, Conversion of LLP and winding up by CS Ravishankar Periwal


HISTORY & DEFINITION:

A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore exhibits elements of partnerships and corporations. In an LLP, one partner is not responsible or liable for another partner's misconduct or negligence. This is an important difference from the traditional unlimited partnership under the Partnership Act 1890 (for the UK), in which each partner has joint and several liability. In a LLP, some partners have a form of limited liability similar to that of the shareholders of a corporation. In some countries, an LLP must also have at least one thing called as a "general partner" with unlimited liability. Unlike corporate shareholders, the partners have the right to manage the business directly. In contrast, corporate shareholders have to elect a board of directors under the laws of various state charters. The board organizes itself (also under the laws of the various state charters) and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in the corporation's best interest. A LLP also contains a different level of tax liability from that of a corporation.
Limited liability partnerships are distinct from limited partnerships in some countries, which may allow all LLP partners to have limited liability, while a limited partnership may require at least one unlimited partner and allow others to assume the role of a passive and limited liability investor. As a result, in these countries, the LLP is more suited for businesses in which all investors wish to take an active role in management.
There is considerable confusion between LLPs as constituted in the U.S. and those introduced in the UK in 2001 and adopted elsewhere (see below) as the UK LLP is, despite its name, specifically legislated as a corporate body rather than as a partnership. In Nigeria, limited liability partnerships have legal personality. However, one must register a partnership first before it can gain the status of limited liability partnership.

NATIONAL VARIATIONS:
  • CANADA:

All provinces, except Yukon, Prince Edward Island and Nunavut, have permitted LLPs for lawyers and accountants. In British Columbia, the Partnership Amendment Act, 2004 (Bill 35) permitted LLPs for lawyers and other professionals as well as businesses.

  • CHINA:

In China, the LLP is known as a Special general partnership. The organizational form is restricted to knowledge-based professions and technical service industries. The structure shields co-partners from liabilities due to the wilful misconduct or gross negligence of one partner or a group of partners.

  • GERMANY:

The German Partnerschaftsgesellschaft or PartG is an association of non-commercial professionals, working together. Though not a corporate entity, it can sue and be sued, own property and act under the partnership's name. The partners, however, are jointly and severally liable for all the partnership's debts, except when only some partners' misconduct caused damages to another party and then only if professional liability insurance is mandatory. Another exception possible since 2012 is a Partnerschaftsgesellschaft mbB (mit beschränkter Berufshaftung) where all liabilities from professional misconduct are limited by the partnerships capital.

The Partnerschaftsgesellschaft is not subject to corporate or business tax, only its partners' respective income is taxed.

  • INDIA:

The Limited Liability Partnership Act 2008 was published in the Official Gazette of India on January 9, 2009 and has been notified with effect from 31 March 2009. However, the Act has been notified with limited sections only.[5] The rules have been notified in the official gazette on April 1, 2009. The first LLP was incorporated in the first week of April 2009.

LLP is different from limited partnership. It operates like a limited partnership, but in a LLP each member is protected from personal liability, except to the extent of their capital contribution in the LLP.

  1. In India, for all purposes of taxation (service tax or any other stipulated tax payment), an LLP is treated like any other partnership firm.
  2. Be limited to their agreed contribution in the LLP.
  3. Further, no partner would be liable on account of the independent or unauthorized actions of other partners, thus allowing individual partners to be shielded from joint liability created by another partner's wrongful business decisions or misconduct.
  4. LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession. Indian Partnership Act, 1932 shall not be applicable to LLPs and there shall not be any upper limit on number of partners in an LLP unlike an ordinary partnership firm where the maximum number of partners cannot exceed 20, LLP Act makes a mandatory statement where one of the partners to the LLP should be an Indian.
  5. Provisions have been made for corporate actions like mergers, amalgamations etc.
  6. While enabling provisions in respect of winding up and dissolutions of LLPs have been made, detailed provisions in this regard would be provided by way of rules under the Act.
  7. The Act also provides LLP.
  8. The Registrar of Companies (Roc) shall register and control LLPs also.
  9. The governance of LLPs shall.
CHARACTERISTICS:
  • SEPARATE LEGAL ENTITY: Like a company LLP also has a separate legal entity. So the partners and the LLP in are distinct from each other. This is like a company where members are different from the company.
  • NO REQUIREMENT OF MINIMUM CAPITAL: In case of companies there should be a minimum amount of capital that should be brought by the members or owners who want to form it. But to start an LLP there is no requirement of minimum capital.
  • MINIMUM NUMBER OF MEMBERS: To start a limited liability partnership at least two members are required initially. However, there is no limit on the maximum number of partners.
  • NO REQUIREMENT OF COMPULSORY AUDIT: All the companies, whether private or public, irrespective of their share capital, are required to get their accounts audited. But in case of LLP, there is no such mandatory requirement. A limited liability partnership is required to get the audit done only if:
  • If the contributions of the LLP exceeds Rs. 25 lakhs, or
  • If the annual turnover of the LLP exceeds Rs. 40 lakhs 

ADVANTAGES OR DISADVANTAGES:

ADVANTAGES: There are numerous benefits to be had from trading through an LLP -

  • Limited liability protects the member’s personal assets from the liabilities of the business. LLP’s are a separate legal entity to the members.
  • Flexibility: The operation of the partnership and distribution of profits is determined by written agreement between the members. This may allow for greater flexibility in the management of the business.
  • The LLP is deemed to be a legal person. It can buy, rent, lease, own property, employ staff, enter into contracts, and be held accountable if necessary.
  • Corporate ownership. LLP’s can appoint two companies as members of the LLP. In an LTD company at least one director must be a real person.
  • Designate and non-designate members. You can operate the LLP with different levels of membership.
  • Protecting the partnership name. By registering the LLP at Companies House you prevent another partnership or company form registering the same name.

 DISADVANTAGES: As with all formats of business there will be disadvantages as well as advantages. The following may be considered disadvantageous in some cases.

  • Public disclosure is the main disadvantage of an LLP. Financial accounts have to be submitted to Companies House for the public record. The accounts may declare income of the members which they may not wish to be made public.
  • Income is personal income and is taxed accordingly. There may be tax advantages in registering as a company, but this will depend on your personal circumstances.
  • Profit cannot be retained in the same way as a company limited by shares. This means all earned profit is effectively distributed with no flexibility to hold over profit to a future tax year.
  • An LLP must have at least two members. If one member chooses to leave the partnership the LLP may have to be dissolved.
  • Residential addresses were historically recorded at Companies House. Whilst the use of ‘service addresses’ now allows for home addresses to be kept out of public view, any address previously supplied to Companies House is still part of the public record unless you pay for the records to be suppressed. For many businesses this is not a problem. However, there are some examples where this may not be desired. Consider solicitors and partners of law firms that may not want their home address so freely available if their work involves sensitive cases.

COMPARE WITH PARTNERSHIP, PRIVATE LIMITED COMPANY, ONE PERSON COMPANY


LLP
REGISTRATION IN INDIA:



Note:

  • Documents are not older than 2months
  • Audit: Required, if the contribution is above Rs.25L or if annual turnover is above Rs.40L
  • Stamp Duty on LLP Agreement: Stamp duty payable of LLP Agreement is different from state to state and is as per the State Stamp Act. The Stamp duty payable on partnership agreement in view of the Finance Bill, 2009 is also payable for LLP. The following is the LLP agreement stamp duty payable for various states in India.

 

ANNUAL RETURNS:

Every LLP which are already registered with the MCA have to file the Annual Returns and Statement of Accounts for the financial Year. So there are three main compliance which is mandatory things for the LLP’s of the every year:

  • Annual Returns
  • Statement of Accounts
  • Income Tax Returns 

Annual Returns: Annual Returns or you can say Form 11 is a Summary of LLP's Partners like whether there is any change in the management of the LLP. Every LLP is required to file Annual Return in Form 11 to the Registrar within 60 days from the closure of financial year i.e the Annual Returns has to be filed on or before 30th May every year.

Statement of Accounts: Every LLP or any other legal entity from Solo firm to Private limited company have to prepare their accounts so even you got the information regarding your business that how much profit is earn by your LLP. Every LLP have to close their accounts till the 31st march 2016 on this year. All LLPs are required to maintain the Books of Accounts in Double Entry System and has to prepare a Statement of Solvency (Accounts) every year ending on 31st March. LLP Form 8 to be filed with the Registrar of LLPs on or before 30th October every year.

Income Tax Returns: Every LLP have to file the Income Tax Returns for the every year. In simple words LLP is a separate legal entity so with the partner's income tax return you have to always file the LLP Income tax return is a form where you show your LLP Income and calculate the tax liability & pay the taxes to government of India. LLP have to calculate their tax liability from their financial statements for the every year.
Mostly Income Tax Return Last date is 31st July in this year for the Individual and legal entities.
But In case where Audit is required, the last date for filing Income Tax returns is 30th September.
If the LLP has not carried any business during the year ended 31.03.2015, the LLP has to file a NIL IT RETURN with Income Tax Authorities.

CONVERSION OF LLP:

Various Conversion types:

Partnership into LLP:

For Conversion of Partnership Firm into LLP first we need to understand following terms:

“FIRM” As per Para 1 (a) of the Second Schedule of the LLP Act states that, unless the context otherwise requires, a ‘firm’ means a firm as defined in Section 4 of the Indian Partnership Act, 1932. It, thus, only the registered partnership firm would be eligible for conversion into a LLP.

“CONVERT” As per Para 1 (b) of the Second Schedule of the LLP Act states that, unless the context otherwise requires, ‘convert’, in relation to a firm converting into a LLP, means a transfer of the property, assets, interests, right, privileges, liabilities, obligations and the undertaking of the firm to the LLP in accordance with the Second Schedule of the LLP Act.

Eligibility for Conversion Partnership into LLP:

  • The firm should be registered as Partnership.
  • All the Partners become partner in the LLP, in the same proportion in which their capital accounts stood in the books of the Firm on the date of the conversion.
  • Every partner should contribute to the LLP.
  • DPIN (Knows as DIN) should be acquired for all the designated Partners.
  • DSC (Digital Signature Certificate) should be acquired for two designated Partners.
  • Up to date filing of Income tax returns
  • Consent of all the unsecured creditors for the proposed conversion
  • Minimum 2 Designated Partners
  • At least 1 of the designated partners shall be an Indian Resident.
  • The Partners and Designated Partners can be same person
  • There is no concept of share capital, but there has to be some sort of contribution from each partner.

PROCEDURE FOR CONVERSION OF PARTNERSHIP INTO LLP:

  • DIN & DSC
  • The address of the registered office of the LLP;
  • State in which the Registered office of the LLP is to be situates;
  • The Name of LLP
  • Form LLP-1: Information required being mention in form LLP-1:
  • Business to be carried on by the LLP;
  • Summary of partners/ designated partners (i.e. number of partners, number of designated partners, number of designated partners resident in India).
  • Number of individuals as partners and their details;
  • Filling of form with ROC: Following below mention forms along with attachments are required to file with ROC for Conversion of Partnership firm into LLP: 
  • Form- 17 : Application for conversion in Form 17 is required to be filed by the partners along with the following attachments:
  • Statement of partners
  • List of all unsecured creditors along with their consent to conversion
  • Statement of assets & liabilities of the company duly certified by a CA.
  • Approval from any other body/authority as may be required
  • Form- 2 : Application for in Form 17 is required to be filed by the partners along with the following attachments:
  • Individual Consent/ Statement from Shareholders
  • Proof of address of registered office of LLP
  • Subscribers' sheet including consent
  • Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner (if applicable)

Note:

In accordance with Section 11(1)(c)A Statement in the prescribed form to the effect that all the requirements of the LLP Act and the rules made there under have been complied with, in respect of incorporation and matters precedent and incidental thereto. Such statement shall be made by the following persons:

  • An Advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the LLP; and
  • Anyone who subscribed his name to the incorporation document.
  • ISSUE OF CERTIFICATE OF REGISTRATION:

Section 58(1) of the LLP Act provides that the Registrar, on satisfying that a firm has complied with the provision of the Second Schedule shall subject to the provisions of the LLP Act and the rules made there under, register the documents submitted under such schedule and issue a certificate of registration.

Sub-rule (1) of rule 32 of the LLP Rules provides that the Registrar shall on conversion of a firm into a LLP, issue a certificate of registration under his seal in Form- 19.

  • FILLING OF E-FORM-3:

This form provides information in respect to the LLP Agreement entered into between the partners attachment: LLP Agreement.

  1. Intimate the Registrar of Firms

As per paragraph 5 of the Second Schedule, the LLP shall, within 15 (fifteen) days of the date of registration, inform the Concerned Registrar of Firms with which it was registered under the provisions of the Indian Partnership Act, 1932, about the conversion and of the particulars of the LLP in Form – 14 along with following attachments:

  • Copy of Certificate of Incorporation of LLP.
  • Copy of Incorporation documents submitted in form-2

Company into LLP: Any existing private company or existing unlisted public company can be converted into LLP by complying with the Provisions of clause 58 and Schedule III and IV of the LLP Act. Form 18 needs to be filed with the registrar along with Form 2 for such conversion.

Checklist of Conversion Company into LLP:

  • In case of conversion of Private Limited Company into LLP, all the shareholders of the Company to be partners in the LLP. No one else can be partner in LLP
  • Also there will be NO SECURITY INTEREST subsisting or in force at the time of application in the assets of the Company.
  • Every Designated Partner is required to obtain a DIN from the Central Government.
  • All the E-FORMS which are required for the purpose of incorporating the LLP are filed electronically through the medium of Internet, it is not possible to sign them manually. Therefore, for the purpose of signing these forms, the Designated Partner of the proposed LLP needs to obtain a Digital Signature Certificate (DSC) from government recognized DSA’S.
  • Whether up to date Income-tax return is filed under the Income-tax Act, 1961.
  • Whether any prosecution initiated against or show cause notice received by the company for alleged offences under the Companies Act, 1956.
  • Whether any proceeding by or against the company is pending in any Court or Tribunal or any other Authority.
  • Whether any conviction, ruling, order, judgment of any Court, Tribunal or other authority in favour of or against the company is subsisting.
  • Whether any clearance, approval or permission for conversion of the company into limited liability partnership is required from anybody/ authority. etc

Process of Conversion Company into LLP:

A Private Company may convert into LLP in accordance with the procedure prescribed in the Third Schedule. Process as given below:

OBTAIN DIN:

 Earlier there was Concept of DPIN, which has been abolished therefore. Now obtain DIN for those designated partners who don’t posses DIN already. (Process for obtaining Din given in my earlier Article).

BOARD MEETING:
  • Call meeting of board of Director.
  • Pass Resolution for Conversion of Company into LLP.
  • Pass Resolution to authorize any director to Apply for Name of LLP.
APPLICATION FOR NAME AVAIBILITY:

File e-form INC-1 with ROC.

Attachments: Board Resolution Board resolution passed by the Company approving the conversion into LLP shall be attached with the aforesaid form

Obtain name Approval Certificate from ROC.
DRAFTING OF LIMITED LIABILITY PARTNERSHIP AGREEMENT:

Contents of Agreement are:

  • Name of LLP
  • Name of Partners & Designated Partners
  • Form of contribution
  • Profit Sharing ratio
  • Rights & Duties of Partners
  • Proposed Business
  • Rules for governing the LLP

It is not necessary to have the LLP Agreement signed at the time of incorporation, as the details of the same needs to field in eform 3 within 30 days of incorporation but in order to avoid any dispute between the partners as to the terms & conditions of the agreement after the conversion into LLP.

Drafting of LLP Agreement

LLP agreement has to be drafted line with LLP Act. It is not mandatory to file LLP agreement at the time of registration and same can be file within 30 days. Designated partners are responsible for doing all acts, matters and things that are required to be done for complying with the provisions of the LLP act. They are liable to all penalties imposed on the LLP. So it is very important to draft LLP agreement with professional help.

The following clauses are important to be incorporated in agreement:

  • Name, Object and Register Office of LLP
  • The initial Contribution of the LLP by Partners
  • Methodology of valuation of Non Monetary contribution
  • The net profits or losses sharing ratios
  • Detail of Designated Partners
  • Interest payable on Capital Loan prescribed u/s. 40(b) of the Income-tax Act, 1961
  • Remuneration payable to the working partners or as prescribed u/s. 40(b) of the Income-tax Act, 1961
  • Mode of operation of Bank Accounts
  • Maintenance of Book of Accounts
  • Appointment of arbitrator
  • Rights and Duties of Partners
  • Rights and Duties of Designated Partners
  • Indemnity clause
  • Goodwill clause
  • Procedure for change in name
  • Procedure to appoint Auditor
  • Admission of New Partner
  • Meeting
  • Cessation of Existing Partners
  • Winding up of LLP
  • Amendments of LLP
  • Extent of Liability of LLP
  • Liability of Partners in LLP
  • Ancillary or other business carried over by LLP
FILLING OF INCORPORATION DOCUMENTS:

File E-Form- 2 with ROC along with following ATTACHMENTS:

  • Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner
  • (Notice of Consent & Appointment of Designated Partners with their personal details)
  • Subscription sheet signed by the promoters.
  • Proof of Address of Registered office of LLP.
FILLING OF APPLICATION FOR CONVERSION:

File E-FORM- 18 with ROC along with following ATTACHMENTS:

  • Particulars of pending proceedings from any court/Tribunal etc.
  • Approval from any other body/authority as may be required.
  • NOC from Income Tax authorities and Copy of acknowledgement of latest income tax return.
  • Approval of the governing council (In case of professional private limited companies)
  • List of all the Secured creditors along with their consent to the conversion.
  • Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.
  • Incorporation Documents & Subscribers Statements in Form 2 filed electronically.
  • Statement of shareholders.
  • After all formalities and filings been complied with by the applicants and approved by the Ministry, REGISTRAR OF LLP TO ISSUE A CERTIFICATE OF REGISTRATION in form no. 19 as to conversion of the LLP. The Certificate of Registration issued shall be the conclusive evidence of conversion of the LLP.
  • FILLING OF E-FORM-3:

This form provides information in respect to the LLP Agreement entered into between the partners.

ATTACHMENT: LLP Agreement

  • CERTIFICATE OF INCORPORATION AS LLP FORM ROC.
  • FILLING OF E-FORM-14: (INTIMATION TO ROC)

After Receiving Incorporation Certificate Limited liability partnership to file within 15 (fifteen) days of the date of registration, information to the concerned Registrar of Companies with which it was registered under the provisions of the Companies Act, 2013 (1 of 2013) about the conversion and of the particulars of the limited liability partnership in eForm 14 within 15 days of conversion into LLP.

ATTACHMENTS OF E-FORM 14

  • LLP into Company:
  • Before filing application for conversion, please ensure followings:
    • That secured creditors have given their consent for such conversion;
    • A notice in newspaper about such conversion, one in English and in vernacular language seeking objections must be published;
    • There are minimum seven or more members in the existing LLP for converting the LLP into a company;
    • A General Meeting must be held where majority of partners have given their consent for such conversion.
  • Conversion Process:
    • DIN & DSC
    • Name Approval
    • Preparation and filling of form URC-1:

Application by a company for registration under section 366

  • eForm URC-1 is required to be filed pursuant to Section 366 of the Companies Act, 2013 and Rule 3(2) of the Companies (Authorised to Registered) Rules, 2014
  • Any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law for the time being in force consisting of seven or more members, may at any time register itself under Companies Act, 2013 as a Part I Company. For this purpose, eForm URC-1 shall be filed along with eForm INC-7.
  • The entity has to get the name reservation by applying in eForm INC-1 and file this eForm along with INC-7 within 60 days from the date of filing eForm INC-1.
  • Please ensure that secured creditors have given their consent have given their consent for registration under this Part.
  • Also ensure that prior to filing this eForm, a notice in newspaper about registration under this Part, one in English and in vernacular language seeking objections must be published. A copy of such notice is to be filed along with this eForm. The entity should address such objections, if any suitably.
  • The entity after registration shall submit all necessary documents to registering authority for dissolution as the existing entity under relevant law.
  • Enter registration number of the existing entity.
  • Select type of entity from the drop down values and in case others selected, specify the entity in description box.
  • Enter the name of the entity.
  • Enter the number of members in the entity as on the date of application. The number should be greater than or equal to 7.
  • Enter the date of the instrument and its description through which the existing company or joint stock company has been constituted.
  • Enter the date of general meeting where resolution has been passed by members authorizing registration with limited liability.
  • Select whether YES or NO, if the entity has any secured debt outstanding as on the date of application.
  • Enter the total amount of secured debt outstanding of the entity. And consent/NOC of all such creditors must have been obtained for registration.

Attachments Mandatory:

  • Statement of accounts of the company, prepared not later than 6 days preceding the date of application duly certified by auditor, if applicable.
  • Copy of the resolution declaring the amount of guarantee is mandatory in case company is limited by guarantee.
  • No objection certificate/Consent given by secured creditors is mandatory to be attached in case of any secured debt outstanding as on the date of application.
  • No objection certificate from the concerned Registrar of Firms or Registrar of Companies (LLP) is mandatory to be attached in case type of entity is Firms/ LLP.
  • Consent of at least three-fourth of members agreeing for registration under this part is mandatory to be attached in case company is limited by guarantee.
  • Consent of majority of members is mandatory to be attached in case company is limited by shares or Unlimited company.
  • Certificate from a CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable Conditional:
  • Copy of Newspaper advertisement
  • Copy of certificate of registration of the entity
  • Copy of the instrument constituting or regulating the entity
  • Affidavit from all the members/partners for dissolution of the entity
  • Declaration of two or more directors verifying the particulars of all members/ partners
  • Particulars of members/partners along with the details of shares held by them
  • MOA & AOA with Subscription Page
  • Filling of Incorporation forms
  • INC-7
  • INC-22
  • DIR-12


WINDING UP OF LLP: A LLP winding up can be initiated voluntarily or by a Tribunal. If a LLP is to initiate winding up voluntarily, then the LLP must pass a resolution to wind up the LLP. Approval of at least three-fourths of the total number of partners if the LLP has lenders, secured or unsecured, then the approval of the lenders would also be required for winding up of the LLP.

Winding up of LLP by Tribunal: Winding up of LLP can be initiated by a Tribunal for the following reasons:

  • The LLP wants to be wound up.
  • There are less than two partners in the LLP for a period of more than six months.
  • The LLP is not in a position to pay its debts.
  • The LLP has acted against the interests of the sovereignty and integrity of India, the security of state or public order.
  • The LLP has not filed with the Registrar statement of Accounts and Solvency or LLP Annual returns for any five consecutive financial years.
  • The Tribunal is of the opinion that it is just and equitable that the LLP should be wound up.

Winding up of LLP Procedure: To being the process for winding up of LLP, a resolution for winding up of LLP must be passed and filed with the Registrar within 30days of passing of the resolution. On the date of passing of resolution of winding up of the voluntary winding up shall be deemed to commence. Once the resolution for winding up to LLP is filed with the Registrar, the majority of Partners (not less than two) shall make a declaration verified by an affidavit

 To the effect that the LLP has no debt or that it will be in a position to pay its debts in full within a period as mentioned in the declaration, but not exceeding one year from the date of commencement of winding up of LLP. Along with affidavit singed by the majority partners, the following documents must be filed with the Registrar within 15 days of passing of the resolution for winding up of LLP.

  • Statements of assets and liabilities for the period from last accounts closure to date of winding up of LLP attested by at least two partners.
  • Report of Valuation of the assets of the LLP prepared by a value, if there are any assets in the LLP.

Winding up of LLP with creditors:

If a LLP under winding up has any secured or unsecured creditors, then before taking any action for winding up of LLP, the approved for winding up of LLP must be requested from the creditors. Creditors are required to provide their opinion on winding up of LLP within 30days of receipt of request for approval for winding up. If it is in the interest of all partners and all creditors that the LLP be wound up, then the LLP can proceed with voluntary winding up procedure. 

Appointment of LLP Liquidator:

A LLP Liquidator must be appointed within thirty days of passing of resolution of voluntary winding up through a resolution. In case there are any creditors, then the appointment of LLP Liquidator shall be valid only if it is approved by two thirds of the creditors in value of the LLP.

It is then the duty of the LLP Liquidator to perform the functions and duties for winding up of LLP. The LLP liquidator would settle the creditors and adjust the rights of the partners, as the case may be. While discharging his duties, the LLP liquidator is required to maintain proper books of accounts pertaining to the winding up of the LLP.

Filling of winding up Report by LLP Liquidator:

Once, the affairs of the LLP Liquidator would prepare a report stating the manner in which the winding up of LLP has been conducted and property of the LLP has been disposed off. If two thirds of the number of partners and creditors in value are satisfied with the winding up report prepared by the LLP Liquidator, then a resolution for winding up of accounts and explanation for dissolution must be passed by the partners.

The LLP Liquidator must then send the LLP winding up report along with the resolution to the registrar and file an application with the Tribunal.

Dissolution of the LLP:

If the tribunal is satisfied that procedures have been followed in winding up of the LLP, then the tribunal would pass an order that the LLP shall stand dissolved. The LLP liquidator is required to file the copy of the order from the tribunal with the registrar on receiving the copy of the order passed by the tribunal for winding up of LLP would publish a notice in the official gazette that the LLP stands dissolved.

IMPORTANT FACTS ABOUT LLP:

  • In order to set up an LLP each partner must set up a limited liability partnership agreement and register it in their state.
  • In Canada only lawyers and accountants are permitted to operate underneath a limited liability partnership.
  • The first LLP in Japan was permitted in 2006.
  • The United States is the only country to allow each state to determine their own laws on the forming of LLPs.
Author: CS Ravishankar Periwal



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