• Cheated by the business partner

Hi

I formed a company with one of my friend in June 2013. Since then he stopped all communications and I thought that this company will not work.

Recently, I came to know that he was running the business alone for more than 9 months and he got some customers from US and he traveled to US also for the business deals.

I tried contacting him to get the details but failed. 

Now I want to dissolve the company and also sue him for the 9 month cheating.
It is a LLP registered in Bangalore.

What steps I can take to dissolve the company and also claim some financial benefits as he used my records to get financial gains?

We are only 2 partners both with 50% shares in the company.

Best regards,
Vinay
Asked 2 years ago in Business Law from Bangalore, Karnataka
If it is a Limited Liability Partnership (LLP) why are you calling it a 'company'? Was it a partnership firm prior to conversion in to a LLP? At the outset do clarify if it is a company or LLP.

If it is a LLP then it can be dissolved by agreement of the members. When LLP becomes insolvent, creditors can initiate winding up proceedings. In the winding up of LLP, past and present members are liable to contribute to the extent they have agreed to do in the LLP agreement.

You may sue him in accordance with law to apportion in the share of 50% the profits he has made over the past 9 months. Furthermore, he may be prosecuted for breach of trust,
Ashish Davessar
Advocate, Jaipur
18158 Answers
449 Consultations
5.0 on 5.0
there is difference between company and LLP . if it is a company in case it is unable to pay debts any creditor can after issue of winding up notice file winding up petition 

Any LLP can close down its business by adopting any of the following two ways:

A) Declaring the LLP as Defunct

In case the LLP wants to close down its business or where it is not carrying on any business operations for the period of one year or more, it can make an application to the Registrar for declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s. eForm 24 is required to be filed for striking off the name of LLP under clause (b) of sub rule 1 of Rule 37 of LLP Rules 2008. Similarly, Registrar also has the power to strike off any defunct LLP after satisfying himself of the need to strike off and has reasonable cause. However, in this case, registrar has to send a notice to the LLP of his intention and request to send their representation within one month from the date of the notice. The Registrar shall publish such notice or content of the application made by the LLP on its website for a period of one month for the information of the general public. In case no reply is received within the mentioned period, registrar may strike off the name of LLP.

B) Winding up of LLP

Section 63, 64 and 65 of LLP Act 2008 governs the process for winding up of the LLP. It is the process where all the assets of the business are disposed off to meet the liabilities of the same and surplus any, is distributed among the owners. The LLP Act 2008 provides for following two modes for winding up the LLP i.e.:

Voluntary winding up
Compulsory winding up
Voluntary Winding up : Under this, the partners may between themselves decide to stop and wound up the operations of the LLP.

Compulsory winding up - A limited liability partnership may be compulsorily wound up by the Tribunal,—

if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal;
if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;
if the limited liability partnership is unable to pay its debts;
if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or
if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.
Ajay Sethi
Advocate, Mumbai
23290 Answers
1219 Consultations
5.0 on 5.0
Issue Legal notice to your Partner through Advocate. Based on his reply, you can decide on weather to go for compulsory winding up or settlement and dissolution of firm.
Sandeep Hegde
Advocate, Bangalore
361 Answers
97 Consultations
4.8 on 5.0
You may sue him in accordance with law to apportion in the share of 50% the profits he has made over the past 9 months and  prosecute him for breach of trust,
Rajeev Bari
Advocate, New Delhi
1506 Answers
92 Consultations
3.5 on 5.0

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