Winding up of LLP

[Chandramauli Dwivedi]

Respected All,

Kindly explain me Is it possible as per LLP Act & Rules  to proceed for wind up of LLP by  only one Partner, if the another partner is not taking interest in its LLP to run or winding up and he is in abroad  too.

[YAGAY andSUN]

Dear Chandramauli,

Please go through Section 63 of the LLP Act, 2008 read with Limited Liability Partnership (Winding up and Dissolution) Rules, 2010 in this regard.

Regards,

Team YAGAY & SUN

[DR.MARIAPPAN GOVINDARAJAN]

Rule 5 of LLP (Winding up and Dissolution) Rules, 2010 provides the voluntary winding up as detailed below:

Circumstances in which LLP may be wound up voluntarily

05. (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 cannot proceed to winding up of LLP.

AI Summary

Winding up an LLP unilaterally is not possible; requires three-fourths partner approval per Section 63 and relevant rules. A forum participant inquired about the possibility of winding up a Limited Liability Partnership (LLP) with only one partner's consent when the other partner is uninterested and abroad. Two responses were provided. The first suggested reviewing Section 63 of the LLP Act, 2008, along with the LLP (Winding up and Dissolution) Rules, 2010. The second response highlighted that voluntary winding up requires a resolution approved by at least three-fourths of the partners and, if applicable, creditor approval. It concluded that winding up the LLP unilaterally is not possible.