Strike off of LLP Without Filing of Annual Returns (Form-8 & 11)
Before Limited Liability Partnership (Amendment) Rules, 2017 LLP was required to file all pending annual returns before making an application for strike off of LLP in form-24 But the Central Government hereby makes the following rules further to amend the Limited Liability Partnership Rules, 2009, namely:—
1. (1) These rules called the Limited Liability Partnership (Amendment) Rules, 2017.
(2) They came into force with effect from 20th May, 2017.
If a LLP is not carrying on any business or operation for a period of one year or more and wants to make an application in Form 24 to the Registrar as per clause b of sub rule 1 of rule 37 in The Limited Liability Partnership Rules, 2009, for striking off its name from the register, then LLP can make application in form -24 and need to:-
(I) file overdue returns in Form 8 and Form 11 up to the end of the financial year in which the limited liability partnership ceased to carry on its business or commercial operations.
It means if LLP have business then LLP needs to file returns upto end of financial year till LLP ceased to carry on commercial operations and if LLP does not have any business since incorporation then LLP needs not to file annual return and can proceed for strike off directly by filing form-24.
Explanation.—The date of cessation of commercial operation is the date from which the Limited Liability Partnership ceased to carry on its revenue generating business and the transactions such as receipt of money from debtors or payment of money to creditors, subsequent to such cessation will not form part of revenue generating business.”
(II) enclose along with Form 24,—
(a) a statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24;
(b) an affidavit signed by the designated partners, either jointly or severally, to the effect,—
(i) that the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from ………….(dd/mm/yyyy);
(ii) that the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;
(iv) that the Limited Liability Partnership has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable.
(c) a copy of the acknowledgement of the latest Income-tax return filed under the Income-tax Act,1961 (43 of 1961) and the rules made there under for the time being in force, where the limited liability partnership has carried out any business and has filed such return.
(d) copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof in cases where the Limited Liability Partnership has not commenced business or commercial operations since its incorporation.