• Resignation/winding up of LLP when there is a dispute between 2 partners

We have an LLP in which my relative is one among the two partners. The LLP has not yet started its operations. However filed annual return till 2017 without fail. The partners had a dispute and the other partner, who is an NRI, is not ready to wind up the LLP or ready to accept resignation. My relative wants to either resign or wind up the LLP.
Asked 6 years ago in Business Law

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11 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

Is there any dissolution clause in partnership deed ? Both partners share equal right and liability or more and less. In case more than more share holder if you are, you can declare the winding up.

LLP can be wind up by making an application to the Registrar for striking off name of LLP - form 24.

You can resign than Winding up by tribunal where less than two Partners in the LLP for a period of more than 6 months.

Yogendra Singh Rajawat
Advocate, Jaipur
23079 Answers
31 Consultations

Dose not matter, resignation is not dependent on acceptance. Issue letter of declaration of resignation and no dues, same shall be communicate to partner and ROC.

Winding up clause is defective, when there are only 2 partners, how can the quorum of 3/4th form.

Yogendra Singh Rajawat
Advocate, Jaipur
23079 Answers
31 Consultations

Section 24 is clear even in absence of agreement you can submit your resignation from LLP 

 

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.

 

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

1. Submit Resignation to ROC with Affidavit explaining the circumstances and request his directions for a BOD meeting in presence of his representative.

2. The above will atleast absolve you of any prosecution for any non-compliance or violations.

Hemant Agarwal
Advocate, Mumbai
5612 Answers
25 Consultations

What is reason behind not to accept the resignation by NRI. If all audit is of accounts is cleared than no need to worry.

 

Ganesh Kadam
Advocate, Pune
13008 Answers
267 Consultations

Modes of winding-up. —The winding-up of an LLP may be either voluntary or by the Tribunal.

5 Circumstances in which LLP may be wound-up voluntarily. —


(1) Any LLP may be wound-up voluntarily if the LLP passes a resolution to wind-up the LLP with approval of at least three-fourths of the total number of its partners: Provided that where the LLP has creditors, whether secured or unsecured, the winding-up shall not take place unless approval of such creditors takes place in pursuance of rule 7. (2) A copy of the resolution shall be filed with the Registrar within thirty days of passing of such resolution in Form No. 1.

You may refer to the provisions of law as envisaged in the 

the Limited Liability Partnership (Winding-up and Dissolution) Rules, 2010

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

General partners have the ability to leave the partnership at anytime, while limited partners can only leave the partnership according to the terms specified in the partnership agreement. If a general or limited partner decides the leave the partnership, the business remains unless all partners agree to dissolve it.

Partner may cease to be partner of the EXCELLA LLP by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as partner.

. No majority of Partners can expel any partner except in the situation where any partner has been found guilty of carrying of activity/business of EXCELLA LLP with fraudulent purpose.

. The EXCELLA LLP can be wounded up with the consent of all the partners subject to the provisions of Limited Liability Partnership Act 2008.

. All disputes between the partners or between the Partner and the EXCELLA LLP arising out of the limited liability partnership agreement which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

a partner can resign by intimating the other partners with a notice. Such a notice must be issued 30 days prior to the date of resignation. Resignation from a LLP will not automatically discharge the liabilities of the Partner with respect to the LLP.

Mohammed Mujeeb
Advocate, Hyderabad
19325 Answers
32 Consultations

Yes it will automatically dissolve after resignation of one partner. 

Prashant Nayak
Advocate, Mumbai
34514 Answers
249 Consultations

Dear your relative can send an official resignation to his partner and give him a 30 days notice after which he cease to be partner of LLP.  

He can send a copy of resignation to Registrar of companies.

 

Mohit Kapoor
Advocate, Rohtak
10686 Answers
7 Consultations

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