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Jayanta Bandyopadhyay   03 September 2024

Closure of llp under llp act 2008

In the year 2016, we had incorportated one LLP but post incorporation, no commercial activity got started. No bank account- no audit-no return.

Now we want to make closure of LLP thru C-PACE (MCA).

My query is that Deed mentions about winding up per section 60 of LLP Act. - which is compromise.

My reading is that it should have been Section 64.

Kindly guide.



Learning

 4 Replies

T. Kalaiselvan, Advocate (Advocate)     03 September 2024

Section 60 of the Limited Liability Partnership (LLP) Act, 2008 covers arrangements and compromises between a limited liability partnership and its creditors or partners. The section includes the following provisions:
 
The Tribunal can order a meeting of creditors or partners if a compromise or arrangement is proposed, and if the Tribunal is satisfied that all material facts have been disclosed.   
  • If a majority of creditors or partners agree to the compromise or arrangement, it becomes binding on all parties.

    Section 64 of the Limited Liability Partnership Act, 2008 covers when a Tribunal can wind up a limited liability partnership (LLP). These circumstances include: 
     
    The LLP has acted against India's sovereignty, integrity, security, or public order  
    The LLP is unable to pay its debts 
    The LLP has not filed its Statement of Account and Solvency or annual return with the Registrar for five consecutive financial year

Now you can decide what can be done.

Jayanta Bandyopadhyay   03 September 2024

Sir

 

Remain thankful 

In our case, there is no compromise. Post incorporation,  no action was taken. Here partners are opting for voluntary closure thru MCA [ not clear about tribunal].

My view is Section 64 and not 60.

As our Deed has only reference to Section 60, should we amend partnership Deed and proceed for closures.

Kindly guide.

Regards

T. Kalaiselvan, Advocate (Advocate)     03 September 2024

You can get your existing deed properly scrutinized by an experienced consultant and take a second opinion before taking any hasty step.

Real Soul.... (LEGAL)     04 September 2024

You should amend the agreement  to the extent of correction of error by replacing the section 60 to section 64,and then you can invoke the relevant clasue to close the partnership . 


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