Section 24 of the Limited Liability Partnership Act, 2008 talks about the cessation of partnership. Sub-section (1) says thata person may cease to be a partner of a limited liability partnership in accordance with an agreement with the other partners or, in the absence of agreement with the other partners as to cessation of being a partner, by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as partner.So, stepping down of a designated partner will either be in accordance with the LLP agreement signed during the incorporation of the company or by giving a notice, whose specimen is given in Form 13of LLP Rules, 2009, to other partners.

 

However, even after the cessation of the partnership the former partner can be still regarded as a partner and can be held liable for his actions. This matter is dealt in sub-section (2) of Section 25 which states that where a person has ceased to be a partner of a limited liability partnership (hereinafter referred to as “former partner”), the former partner is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a partner of the limited liability partnership unless-

  1.      the person has notice that the former partner has ceased to be a partner of the limited liability partnership; or
  2.     notice that the former partner has ceased to be a partner of the limited liability partnership has been delivered to the Registrar
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According to Limited Liability Partnership Rules, 2009 every limited liability partnership shall file information with regarding any change made in the limited liability partnership agreement shall be filed in Form 3 within thirty days of such change along with the fee as provided in Annexure ‘A’.

Sub-section (2) (a) of Section 25 says that a LLP shall file a notice with the Registrar when a person becomes or ceases to be a partner within thirty days from the date he becomes or ceases to be a partner. In pursuance with this provision,where a person becomes or ceases to be a partner or where there is any change in the name or address of a partner, the limited liability partnership shall file with the Registrar, a notice in Form 4.

 

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4 COMMENTS

  1. Hello sir im a partner in LLP and have given due notice of resignation to designated partner, and also informed notified them in advance. But still the designated partner is threatening me with dire consequences and that he will file a case against me, I will have to pay penalty, and ill be blacklisted and not accepting my resignation. I have sent notice of resignation registered.Kindly help?

  2. Hi I want to make the following changes in a LLP. What am I supposed to do?
    Changes to be made in an existing LLP:-
    1. Removal of 1 partner
    2. Addition of 2 partners
    3. Change of address of registered place of business
    4. New address is owned by spouse of the new partner.

  3. Dear Sir,

    There is an LLP formed with a contribution of Rs. 1 lac, contributed by three designated partners in the ratio of 4:3:3 (i.e. 40%, 30%, 30%). Now one designated partner has to resign due to some reasons. So how would he transfer his share of contribution?

    Other existing two designated partners will acquire his share and the ratio will then change to 7:3 (i.e. 70%, 30%).

    Resignation can be done as prescribed. Please guide about the transfer of ineterest.

  4. i want to resign from a LLP , does i required to file any form to ROC for the same? or only a resignation letter is sufficient for the same?

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