advocatesadvise.com - LLP RULES 2009<br /> CHAPTER XIV,XV AND XVI by Vijay Premchandani

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 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.

CHAPTER XV
CONVERSION FROM FIRM TO LIMITED LIABILITY
PARTNERSHIP
38(1) For the purposes of the Second Schedule, an application shall be
made in the format provided in Part A of Form 17 together with
the statement of partners in format provided in Part B of Form 17
alongwith the fee as mentioned in Annexure ‘A’.
(2) The Registrar shall, on conversion of the firm into the limited
liability partnership shall issue a certificate of registration under
his seal in Form 19.
(3) For the purposes of para 5 of the Second Schedule, the limited
liability partnership shall inform the concerned Registrar of firms
about conversion of firm into limited liability partnership in
Form 14.
CHAPTER XVI
CONVERSION FROM PRIVATE COMPANY TO LIMITED
LIABILITY PARTNERSHIP
39(1) For the purposes of the Third Schedule, an application shall be
made in the format provided in Part A of Form 18 together with
the statement of shareholders in format provided in Part B of
Form 18 alongwith the fee as mentioned in Annexure ‘A’.
(2) The Registrar shall, on conversion of any private company into
limited liability partnership shall issue a certificate of registration
under his seal in Form 19.
(3) For the purposes of para 4 of the Third Schedule, the limited
liability partnership shall inform the concerned Registrar of
Companies about conversion of private company into limited
liability partnership in Form 14.