UNDERSTANDING NOTICE OF STRIKE OFF(LLP) AND REMEDIES AVAILABLE
You have started your LLP and have started running it, without fully understanding the compliance requirements and one fine day you receive a NOTICE OF STRIKE OFF(LLP) for your LLP
Do you know how many LLP’s have received notice of NOTICE OF STRIKE OFF(LLP)?
Well, more than 3000 LLP’s have received NOTICE OF STRIKE OFF(LLP) form RoC , of which RoC Delhi and Haryana alone has issued notice for about 1171 LLP’s vide notice dated notice dated 30th May 2018
After steps of disqualification of directors of defaulting companies, the Registrar has now taken the actions for defaulting LLPs. A list of total 1171 LLPs are proposed to strike off by RoC Delhi and Haryana vide notice dated 30th May 2018.
WHY DOES ROC SEND NOTICE OF STRIKE OFF(LLP)?
Well, if you do not comply with Rules laid under LLP Act 2008 RoC is empowered to strike off your LLP, here are the main reasons for strike off
- Non Filing of Financial Statements in Form 8 (Due Date 31st October of every year.
- Non Filing of Annual Return in Form 11
- Not carrying on any business or operation for a period of two immediately preceding financial years
Why RoC issued notice are what are content the Notice?
Full Extract of RoC notice to LLP’s
Notice is hereby given that the Registrar has a reasonable cause to believe that “The following LLPs mentioned in the Annexure ‘A’ (List of 1171 Nos. of LLP)
LLP’s have not been carrying on any business or operation for a period of two immediately preceding financial years.” And these LLPs have to file their Financial Statements (Form — 8) and Annual Return (Form — 11) for the Financial Year 2015-16 and 2016-17 but they have failed to do so.
Therefore, the Registrar has reasonable cause to believe the same for the purpose of taking suo-moto action for striking off the name of these LLPs”
It is therefore, proposes to remove/Strike off the names of the said LLPs from the Register and dissolve them unless a cause is shown to the contrary, within one month from the date of this notice.
2. Any person objecting to the proposed removal/striking off of the name of the LLPs from the register of LLPs may send his/her objection to the office address mentioned hereinabove within one month of the date of publication of this notice.
Legal Standing of the Strike off Notice(LLP) :
RoC ( Registrar of Companies ) have power under Section 75 of LLP Act, 2008 read with Rule 37 of LLP Rules, 2009 to strike off the names of LLP
RoC, if it has reasons to believe that an LLP is not carrying on business in accordance with the provisions of the Act and LLP, has not complied with Annual Filings then it may send notices
Legal jurisprudence requires that the affected parties must be given an opportunity of being herd, in compliance with this legal principle The registrar has sent the notice section 75 of LLP Act 2008 to the LLP and its partners allowing any representation or objection to proposed strike-off within a period of one month from the notice.
LLP and Partners and other stakeholders fail to file any objection or initiate actions within 30 days of the notice, the RoC shall process the removal of name from the register and the LLP would be technically dissolved (Closed).
How to save LLP from strike off?
As explained above since RoC has given an opportunity to file an objection you need to do it
STEPS TO BE FOLLOWED
- Identify if you LLP is marked as ” Under Process of Strike Off” in LLP Masterdata
- Reply to RoC notice within the stipulated time
- Reply to Roc Should containing the reasons for non-compliance
- Attach all Documents that are relevant to prove the existence of business
- In cases, LLP have not started the business activity, attach the reason for NON-commencement of business
- The partners can get the help or consult a CA/CS or Lawyer for the drafting of the reply and to save the LLP
WHO CAN OBJECT TO STRIKE OFF NOTICE
The Strike off notice can be objected to any stakeholder, the primary list is mentioned below
- The Affected LLP itself
- Partners of LLP
- Any Creditor of the LLP
- Income Tax Department may object
- GST or VAT department may object in case Tax is due
- Any other affected stakeholder may object in representing their interest in said LLP
What if you do not file an objection letter?
If the LLP fails to reply to the LLP Strike off notice, the following would happen
- RoC shall issue a NOTICE OF STRIKE OFF(LLP) the Official Gazette.
- On publication of said notice in Official Gazette, the LLP is dissolved (Closed)
- LLP Name would be removed or struck off from the register of LLP maintained by RoC
- The registrar may in a certain request for Indemnity bond form partners before publishing in the official gazette
- The liability of LLP or its partners shall continue even after strike off as per Rule Rule 37(5) of LLP Strike off Rules, 2009
- Under Rule 37(4), the assets of the LLP shall be made available for the payment of discharge of liabilities and obligations even after issuing of strike-off order.
Conclusion:
Gone are the days we can be non-compliant and get off without any strict penalty, in the process of eliminating the shell LLP and make all LLP be complaint these steps are taken
If you want to run your business and protect your brand be compliant and follow the rules stipulated
One last change is given for revival of your LLP use this change reply to notice and save your LLP
For any assistance of Reply to Strike off Notice(LLP) or any clarification our subject experts at + 91 99622 60333 or E-Mail: [email protected]
