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

Short title and commencement

Definitions

Forms

Modes of winding up

Circumstances in which LLP may be wound up voluntarily

Commencement of voluntary winding up and filing up of statement of affairs

Declaration of solvency in case of proposal to wind up voluntarily

Meeting of creditors

Publication of resolution to wind up voluntarily

Appointment and removal of LLP Liquidator

Filling up of vacancy in office of LLP Liquidator

Notice of appointment of LLP Liquidator to be given to Registrar

Designated partner’s and other partner’s power to cease on appointment of LLP Liquidator

Duties of LLP Liquidator

Audit of the LLP liquidator’s account

Appointment of committees

LLP Liquidator to submit report on progress of winding up

Report of LLP Liquidator to Tribunal for examination of persons

Dissolution of LLP

LLP Liquidator to accept contribution, etc., as consideration for sale of property of LLP

Distribution of property of LLP

Arrangement between LLP and creditors

Application to Tribunal

Costs of voluntary winding up

Inability to pay debts

Petition for winding up

Powers of Tribunal

Directions for filing statement of affairs

‘Liquidators’ and their appointments

Removal and replacement of liquidator, etc.

Winding up order to be communicated to the liquidator and the Registrar

Winding up to operate in favour of all creditors and partners

Jurisdiction of Tribunal

Submission of report by Liquidator

Directions of Tribunal on report of Liquidator etc.

Custody of LLP’s properties

Partners, officers, employees, etc. to discover and deliver property, books, etc. and to co-operate with Liquidator

Application of assets

Committee of inspection

Submission of periodical reports, etc. to the Tribunal

Duties of Liquidator

Provision for assistance to Liquidator

Exercise and control of Liquidator’s powers and duties

Books to be kept by Liquidator

Audit of Liquidator’s accounts

Payment of debts due by partner

Adjustment of rights of partners

Control of Central Government over official liquidator as liquidator

Inspection or investigation of books of account and records of the Liquidator

Debts of all descriptions to be admitted to proof

LLP Liquidator or Liquidator to exercise certain powers subject to sanction

Statement that a LLP is in liquidation

Books and papers of LLP to be evidence

Inspection of books and papers by creditors and partners

Disposal of books and papers of LLP

Information as to pending liquidations

Liquidator to make payments into public account of India in the Reserve Bank of India or any designated Scheduled Bank

LLP Liquidator to make payments into Scheduled Bank

Liquidator or LLP Liquidator not to deposit monies into private bank account

Unpaid and Undistributed Assets Account

Meetings to ascertain wishes of creditors or partners

LLP Liquidator or Liquidator to make returns, etc.

Court, Tribunal or person, etc. before whom affidavit may be sworn

Tribunal to declare dissolution of LLP void

Commencement of winding up by Tribunal

Exclusion of certain time in computing period of limitation

Filing with Registrar and filing Fee

Jurisdiction of the Tribunal

Form of Proceedings

Language of proceedings

Power of the Tribunal to enlarge or abridge time

Provisions of the Code to apply

Saving of inherent powers of the Tribunal

Power to dispense with the requirement of the rules

Computation of time

Registers to be kept

Serial number of proceedings

Powers, functions and duties of Registrar of the Tribunal

Inspection and copies of proceedings

Forms

Affidavits

Form of summons and service thereof

Issue of summons

Affidavit verifying petition

Enclosures to petition

Summons for direction

Advertisement of petition

Contents of advertisement

Service of petition

Notice of petition and time of service

Service on LLP

Petitioner to effect service

Affidavit of service

Procedure on default of compliance as regards advertisement and service of notice

Mode of service and service when deemed to be effected

Validity of service and of proceedings

Notice to be given by persons intending to appear at the hearing of petition

List of persons, intending to appear, to be filed

Procedure at hearing of petition

Order to be drawn up

Petition for winding-up

Admission of petition and directions as to advertisement

Petition by a contingent or prospective creditor

Copy of petition to be furnished

Advertisement of petition

Application for leave to withdraw petition

Substitution of creditor or partner for original petitioner

Procedure on substitution

Affidavit-in-opposition

Affidavit in reply

Appointment of Provisional Liquidator

Rules and procedures applicable to Provisional Liquidator

Costs, etc. of Provisional Liquidator

Notice to Liquidator of order

Contents of winding-up order and order appointing Provisional Liquidator

Order to be sent to Liquidator and form of order

Summons for directions to be taken out by the Liquidator

Directions on making the winding-up order

Advertisement of the order

Form of proceedings after winding up order is made

Application for stay of winding up proceedings

Application for leave to commence or continue or transfer suits or proceedings

Notice to submit statement

Application by Liquidator appointed by Tribunal

Preparation of statement of affairs

Form of the statement

Extension of time for submitting statement

Partners and Officers of LLP to attend and give information

Duty of person making or concurring in statement

Default in complying with rule 28

LLP Liquidator in voluntary winding-up to submit statement

Report by Liquidator

Inspection of statement and report

Further report by Liquidator

Consideration of report(s) by the Tribunal

Summons for direction to be taken out by Liquidator

Fixing a date for proving debts

Notice to creditors

Proof of debt

Mode of proof and verification thereof

Contents of proof

Workmen’s wages

Value of debts

Interest

Periodical payments

Proof of debt payable at a future time

Examination of proof

Liquidator’s right to summon any person in connection with the investigation

Oaths

Costs of proof

Acceptance or rejection of proof to be communicated

Appeal by creditor

Procedure where creditor appeals

Liquidator not to be personally liable for costs

Proofs and list of creditors to be filed in Tribunal

List of creditors not to be varied

Notice of filing the list and inspection of the same

Expunging of proof

Payment of subsequent interest

Provisional list of partners

Notice to be given of date of settlement of list

Settlement of the list

Certificate of final settlement of the list to be filed in Tribunal

Notice to partners

Application by Liquidator for rectification of list

Application by partner to vary the list

Liquidator not to be personally liable for costs

‘Tribunal meetings’, ‘Liquidator’s meetings’ and ‘Voluntary Liquidation meetings’

Application of rules to meetings

Notice of meeting

Place and time of meeting

Notice of first or other meeting to the officers of LLP

Proof of notice

Costs of calling meetings at the instance of creditor or partner

Chairman of meeting

Resolution at creditors’ meeting

Resolution of partners’ meeting

Copies of resolutions to be filed

Non-receipt of notice by a creditor or partner

Adjournment

Quorum

Procedure in the absence of quorum

When creditor can vote

Cases to which creditors may not vote

When secured creditor can vote and effect of voting

Procedure when secured creditor votes without surrendering security

Procedure for Voting

Admission or rejection of proofs for purposes of voting

Report of Tribunal meetings

Minutes of proceedings

Voting by proxies

Form of proxies

Proxies to Liquidator or Chairman

Use of proxies by deputy

Forms to be sent with notice

Proxies to be lodged

Holder of proxy not to vote on matter in which he is financially interested

Minor not to be appointed proxy

Filling in proxy where creditor or partner is blind or incapable

Proxy of person not acquainted with English

Attendance proceedings

Representation of creditors and partners before Tribunal

Powers of Liquidator

Liquidator to be in the position of a receiver

LLP’s property to be surrendered to Liquidator on requisition

Liquidator to realize unrealized contribution etc.

Service of notice of demand

Order for payment of demand

Other moneys due by partners

Application for examination of persons suspected of having property, etc.

Directions at hearing of summons

Examination on commission or by interrogation

Service of the summons

Conduct of the examination

Notes of the deposition

Order for public examination of partners, designated partners, officers etc. in connection with fraud etc.

Notice of public examination

Adjournment of public examination to Tribunal

Procedure for contumacy

Notes of Examination

Shorthand notes of examination under above rules

Application by any person under examination for fraud, etc. to be exculpated

Default in attending examination

Public examination in connection with fraud etc.

Applications in connection with Liability for fraudulent conduct of business or to assess damages against delinquent partners, etc.

Directions at preliminary hearing of summons

Application for further directions

Application for disclaimer of onerous property

Preliminary hearing of the summons

Claimant to furnish statement of his interest

Service of notice

Order granting leave to disclaim

Disclaimer to be filed in Tribunal

Vesting of disclaimed property

No claim to be compromised or abandoned without sanction of Tribunal

Application for sanction of compromise

Sale to be subject to sanction and to confirmation by Tribunal

Procedure at sale

Expenses of sale

Declaration of distributable sum or return of assets

Notice of declaration

Form of authority to pay distributable sum

Transmission of distributable sums by post

Form of order directing return of Assets

Payment of distributable sum or return of Assets due to a deceased creditor or partner

Liquidator to apply for dissolution

Dissolution of the LLP

Liquidator to pay the balance into public account

Conclusion of winding up

Application to declare dissolution void

Registers and Books to be maintained by the Liquidator

All money to be paid into Scheduled Bank

Bills, cheques and securities to be deposited into bank

Payments into Bank

Liquidator’s Distributable sum Account

Fees to be credited to Central Government

Where the LLP has no available assets

Investment of moneys

Liquidator to examine the accounts for purposes of investment

Investments to be made by the Bank

Distributable sum and interest to be credited

Refund of Income-tax

Yearly Accounts to be filed

Form of accounts

Nil Account

Audit of the Liquidator’s accounts

Auditors certificate to be filed

Audit fees

Inspection of the account and certificate of audit

Account and auditor’s report to be placed before Member

Assistance for the Liquidator

Employment of additional or special staff where Official Liquidator acts as Liquidator

Apportionment of expenses of common staff where Official Liquidator acts as Liquidator

Application for examination

Applicability of rules

Declaration of solvency

Statement to be laid before meeting of creditors

Notice of appointment of LLP liquidator

Security by LLP liquidator appointed by Tribunal

Limit of remuneration of LLP liquidator appointed by the Tribunal

Restriction on purchase of goods by LLP liquidator

Office of LLP liquidator vacated by his insolvency

Resignation of LLP liquidator

Duty of LLP liquidator upon resignation

Books to be kept by the LLP liquidator

Banking account of the LLP liquidator

Bills, cheques and securities to be deposited in Bank

Investment of surplus funds

Liquidator’s statements under rule 56

Submission of periodical reports to the Tribunal

Notice convening final meeting and the account to be laid before the meeting

Returns to Registrar

Inspection by creditor or partner of statements filed by liquidator

Audit of the liquidators’ account

Applications for stay of proceeding in the winding up

Statement of payment

Unclaimed distributable sums or undistributed assets under investment

Operation and maintenance of the Account

Cost, expenses, charges or fees payable out of the assets in a winding up by the Tribunal

Inspection of file

Appeal from Order of Tribunal to National Company Law Appellate Tribunal

Fees and Charges

See rule 5

Voluntary Winding-up

See clause (a) of sub-rule (2) of rule 7

[See clause (c) of sub-rule (2) of rule 7 & rule 277]

[See sub-rule (4) of rule 8]

[See sub-rule (8) of rule 10 & sub-rule (7) of rule 29]

[See rules 12 and 278]

Voluntary Winding-up Quarterly progress report

LLP Liquidator’s final winding-up account in voluntary winding-up

[See rules 19(3)(a), 56(2)(ii), 121, 267 and 292]

[See rules 19(5), 23(4), 64(2), 248, 292 and 295]

[See sub-rule (1) of rule 31], LLP Petition No.

Winding-up by Tribunal Quarterly progress report

[See sub-rule (2) of rule 42], LLP Petition No.

[See rules 56, 264 and 289(3)],Statement of Account Pursuant to rule 56

General heading for proceedings

[See sub-rule (1) of rule 82]

Affidavit verifying petition

Summons for directions

Form of Advertisement of Petition, Notice of petition

Notice of petition

Affidavit of service of petition on LLP

Affidavit of service of petition/application on Liquidator

Notice of intention to appear

List of Persons intending to appear

Petition for winding-up

Petition by creditor

Petition by LLP or partner(s) of LLP

Advertisement of Petition

Order appointing Provisional Liquidator

Notification to Liquidator of winding-up order

Notification to Liquidator of order appointing him Provisional Liquidator

Winding-up Order

Notice of winding-up order

Notice to submit statement of affairs and attend Liquidator

Order on application by Liquidator under rule 28(5)

Statement of affairs under rule 28

Affidavit of concurrence in statement of affairs

Certificate extending time for statement of affairs

Report of the Liquidator under rule 132 read with rule 34

Advertisement of notice to creditors to prove their claim

Notice to creditor to prove his debt

Voluntary winding up notice to creditor to prove his debt

Affidavit of proof of debt

Proof of debt of workmen

Notice to a creditor to attend the investigation or produce further evidence

Notice of rejection of proof of debt

Notice to admission of proof

Certified list of proofs tendered to, and admitted or rejected by, the Liquidator

Provisional List of Partners

Notice to Partners of date fixed to settle list of Partners

Certificate of final settlement of the list of Partners

Notice to partner of final settlement of list of partners and that his name is included

Order varying list of partners

Notice of meetings of creditors and partners under rule 170

Notice of creditors’ meeting under rule 170

Notice of partners’ meeting under rule 170

Notice of Meeting (General Form)

Notice of Meeting (General Form)

Notice to Officers of LLP to attend meeting of creditors or partners

Affidavit as to the posting of notices of meeting

Nomination of Chairman of Liquidator

Report of result of meeting(s) of creditor or partners

List of Creditors or Partners present at a meeting

Form of general proxy

Form of special proxy

Notice by Liquidator requiring payment of money or delivery of property books, etc. to the Liquidator

Document making a demand

Liquidator—Applicant Summons to enforce the demand

Liquidator—Applicant Affidavit in support of application for payment

Order for payment of amount due from Partner

Liquidator (or as the case may be)—Applicant Summons for leave to examine person(s)

Liquidator (or as the case may be) — Applicant Order for private examination

Liquidator — Applicant Summons to witness for examination

Order directing public examination

Notice of public examination

Notice to attend public examination

Report to the NCLT Bench where person examined refuses to answer to satisfaction of the officer of NCLT Bench

Summons under rule 225

Summons under rule 225

Points of claim under rule 226

Points of claim under rule 226

Notice to Liquidator or LLP Liquidator to elect whether he will disclaim

Notice by Liquidator or LLP Liquidator of intention to apply to Tribunal for leave to disclaim

Summons for extension of time for giving notice of intention to apply for leave to disclaim

Order extending time for disclaimer

Notice of interest in property sought to be disclaimed

Summons for leave to disclaim

Affidavit in support of summons for leave to disclaim a lease

Notice to parties interested in the property in respect of which the application to disclaim is made

Order giving leave to disclaim

Disclaimer of Lease

Notice of disclaimer of lease

Order requiring parties interested in disclaimed lease to apply for vesting order or to be excluded from all interest in the leasehold premises

Order vesting lease and excluding persons who have not elected (1) to (4) as in Form No. 81

Advertisement as to declaration of distributable sum

Notice of distributable sum

Authority to Liquidator to pay distributable sum to another person

Schedule of partners to whom return is to be paid

Notice of return to partners

Register of LLP Liquidations

Tenants Ledger

Central Cash Book (Cash book of the Liquidator)

LLP’s Cash Book

General Ledger

Cashier’s Cash Book

Bank Ledger Liquidator’s account with Bank

Register of assets

Investment Register

Register of book-debts and outstandings (Not barred by limitation)

Suits Register

Decree Register

Sales Register

Register of Claims and Distributable sums

Partners’ Ledger/Return of assets to partner

Distributable sums paid register

Commission Register Register of fees credited to Government

Suspense Register

Documents Register

Books Register

Register of Unpaid Liquidation Distributable sum & Undistributed Assets Deposited into the LLP Liquidation Account

Form of Receipt

Liquidator’s Final Account

Limited Liability Partnership Act, 2008 Voluntary Winding-up Notice of appointment of LLP liquidator

[See rule 296]