19. Dissolution of LLP

(1) As soon as the affairs of a LLP are fully wound up, the LLP Liquidator shall prepare a report stating the manner in which the winding up has been conducted and property has been disposed off, final winding up accounts and explanations, in the Form No 9, showing that the property and assets of the LLP have been disposed of and its debts fully discharged or discharged to the satisfaction of the creditors and thereafter seek approval of the partners or the creditors of the LLP, as the case may be, on the said report and the final winding up accounts and explanation in the meeting of partners or creditors:

Provided that no such meeting of creditors is required, if creditors are paid their dues in the manner provided in rule 8:

Provided further that approval under this rule may be sought by circulation of relevant resolution in physical form or electronic form:

Provided further that in case of circulation, if any clarification or further information or supplementary information is required by the partners or the creditors, the same shall be sought by them within thirty days of the date of such circulation and such further or supplementary information shall be provided by the LLP Liquidator within thirty days of receipt of such request.

(2) If two-thirds of total number of partners or, two thirds in value of creditors, as the case may be, after considering the report, accounts and explanations of the LLP Liquidator are satisfied that the LLP shall be wound up, they shall pass a resolution, within thirty days of receipt of such report, winding up accounts and explanation for its dissolution in the case of meeting or within thirty days of receipt of such circulation or further information, whichever is later, in the case of circulation:

Provided that in case the requisite number of partners or value of creditors, as the case may be, are not able to decide on the approval of the report of LLP Liquidator, the LLP Liquidator shall make an application to the Tribunal to determine the issue under rule 23 for an order, and order of the Tribunal on the matter shall be binding on all parties.

(3) Within fifteen days after the resolution under sub-rule (2), the LLP liquidator shall-
(a) send to the Registrar a copy of the final winding up accounts, explanation and report in Form No. 10; and
(b) file an application with the Tribunal alongwith a copy of the final winding up accounts, explanations and report, for passing an order of dissolution of the limited liability partnership.

(4) If the Tribunal is satisfied, after considering the application, final winding up accounts, explanations and report of the LLP Liquidator, that the process of winding up has been duly followed, the Tribunal may pass an order, within sixty days of the receipt of such application, accounts, explanations and report, that the limited liability partnership shall stand dissolved.

(5) The LLP Liquidator shall file a copy of the order under sub-rule (4) with the Registrar within thirty days in Form No 11.

(6) The Registrar, on receiving the copy of the order passed by the Tribunal under sub- rule (4), shall forthwith publish a notice in the Official Gazette that the LLP stands dissolved.

(7) In the event affairs of the LLP are not fully wound up within a period of one year from the date of commencement of voluntary winding up, LLP Liquidator shall file an application before the Tribunal explaining the reasons thereof and seek appropriate directions.

Explanation:- (i) For the purpose of this rule, the application may be presented in person or through registered or speed post or any other mode specified in rule 15 of the Limited Liability Partnership Rules 2009;

(ii) In computing the period of thirty days from the date of the order, the requisite time for obtaining a certified copy of the order shall be excluded.