A dispute among the partners of Limited Liability Partnership (the LLP) jeopardized the stability of the business. Out of two partners, one due to a…

CA Intermediate · Corporate and Other Laws · PYQS · May 2024
A dispute among the partners of Limited Liability Partnership (the LLP) jeopardized the stability of the business. Out of two partners, one due to a quarrel, left the LLP. The other partner alone continued the business of the LLP. You are being an expert in law is requested to explain the provisions governing the LLP being operated by a single partner and its winding up by the Tribunal as per the provisions of the Limited Liability Partnership Act, 2008.

Suggested Answer and Working Notes:

(a) According to section 6 of the Limited Liability Partnership Act, 2008, (i) Every LLP shall have at least two partners. (ii) If at any time the number of partners of a LLP is reduced below two and the LLP carries on business for more than six months while the number is so reduced, the person, who is the only partner of the LLP during the time that it so carries on business after those six months and has the knowledge of the fact that it is carrying on business with him alone, shall be liable personally for the obligations of the LLP incurred during that period. In the given situation, the alone partner should consider the above provisions of the Limited Liability Partnership Act, 2008, governing the LLP being operated by a single partner. As per section 64 of the Limited Liability Partnership Act, 2008, the circumstances in which LLP may be wound up by Tribunal are: (a) if the LLP decides that LLP be wound up by the Tribunal; (b) if, for a period of more than 6 months, the number of partners of the LLP is reduced below two; (c) if the LLP has acted against the interests of the sovereignty and integrity of India, the security of the state or public order; (d) if the LLP has made a default in filling with the Registrar the Statement of Account and Solvency or annual return for any 5 consecutive financial years; or (e) if the Tribunal is of the opinion that it is just and equitable that the LLP be wound up.

Topics: The Limited Liability Partnership Act, 2008

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