• Resignation as Designated Partner from LLP

2 Designated Partner and 2 Partners in Chatura IT Solutions LLP. one partner (NOT designated partner) is harassing us and not help us in dissolving the LLP.
6 Months ago we have arranged our LLP's CA as aritrator and shared all the profits as per LLP Agreement(25% each). We even had to pay few months salary as advance due to disputes and all partners signed on that paper that after sharing we will proceed with Closure.
Our CA didn't foresee the RoC Penalties and none of us as well. So we have almost 2 Lakhs RoC Penalties now the 4th Partner(Dispute Partner) is denying to pay liabilites nor resigning from the LLP and we three partner are stuck.
Can you please suggest if all three partners can resign from LLP? And we are ready to pay the liabilities our selves during the resignation process.

Thanks,
Sai
Asked 7 years ago in Business Law

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9 Answers

section 24 of the Limited Liability Partnership Act, 2008 

Sub-section (1) says thata person may cease to be a partner of a limited liability partnership in accordance with an agreement with the other partners or, in the absence of agreement with the other partners as to cessation of being a partner, by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as partner.

 

2) Sub-section (2) (a) of Section 25 says that a LLP shall file a notice with the Registrar when a person becomes or ceases to be a partner within thirty days from the date he becomes or ceases to be a partner. In pursuance with this provision,where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, the limited liability partnership shall file with the Registrar, a notice in Form 4.

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

Dear Client,

LLP dissolves if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two. And by giving 30 days notice in writing, ceases of being a partner.

Yogendra Singh Rajawat
Advocate, Jaipur
23079 Answers
31 Consultations

You can file before tribunal.for winding up the LLP the tribunal can decide the profit and liabilities and can further order to dissolve the Firm.

Once, the resolution for winding up of 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.

Limited Liability Partnership (Winding up and Dissolution) Rules, 2010. Mentioned the complete.procedure for winding up.

 

Shubham Jhajharia
Advocate, Ahmedabad
25513 Answers
179 Consultations

On removal or resignation or cessation of a Partner in a LLP, whatever liability incurred while the person was a Partner in the LLP shall not be discharged and will continue.

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

For existence of LLP, 2 partners are must but when reduce to 1 for more than six months, LLP dissolves. No complications. Go ahead.

Yogendra Singh Rajawat
Advocate, Jaipur
23079 Answers
31 Consultations

See a partner can resign as per the agreement of LLP and consent and can withdraw from business and can settle the assets and liabilities.

Though in your case.winding up will be better.option.

Shubham Jhajharia
Advocate, Ahmedabad
25513 Answers
179 Consultations

Yes the liability is limited in LLP so you can do so as per law

Prashant Nayak
Advocate, Mumbai
34514 Answers
249 Consultations

Closure of LLP:

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.

To begin the process for winding up of LLP, a resolution for winding up of LLP must be passed and filed with the Registrar within 30 days of passing of the resolution. On the date of passing of resolution of winding up of LLP, the voluntary winding up shall be deemed to commence.

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.

Once, the affairs of the LLP is fully wound up, 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.

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 for winding up of LLP. 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.

 

You may follow the above procedures.

 

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

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 with 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.

To add or remove a partner from LLP, the consent of other partners must be obtained, which is followed by a change in the LLP Agreement and application to MCA to approve the changes. The application to MCA must be filed within 30 days of effective date of the change.

 

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

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