Do you wish to carry out a scheme of amalgamation of any two or more Limited Liability Partnerships (LLP)? [Limited Liability Partnership Act, 2008 and Limited Liability Partnership Rules, 2009].
Scheme of amalgamation of any two or more LLP.
1. Note the provisions of Section 62 of the LLP Act, 2008 and Rule 35 of the LLP Rules, 2009.
2. Authorize one of your partners to make the application to the Tribunal for ordering a meeting of the partners or of the creditors as called, held and conducted in such manner as the Tribunal directs.
3. Prepare an Affidavit in Form No.20 to support the same application.
4. Annex a copy of the proposed compromise or arrangement in connection with amalgamation of two or more LLPs.
5. Once the date of hearing of the above application is fixed by the Tribunal serve a copy of the summons . The Affidavit to all the parties concerned not less than 14 days before the date fixed for the hearing in Form. No.21.
6. Obtain directors from the Tribunal for holding of the meeting applied for which will include the following :
(a) fixing the place and time of such meeting or meetings.
(b) appointing a Chairmen for the meetings or Chairman for the meeting to be held.
(c) such other matters as the Tribunal may deem necessary.
7. Follow the directions of the Tribunal.
8. Have the notice of the meeting sent to the creditors and/or the partners individually by the chairman appointed for the meeting by post under certificate of posting to their last known address. It is not less than 21 clear days before the meeting is fixed on that date.
9. Enclose to the same notice the following :
(a) a copy proposed arrangement or compromise in connection with the proposed amalgamation.
(b) The interest of the designated partners showing their materials of statement.
(c) a form of proxy.
10. Advertise the notice of the meeting, if it is resolved by the Tribunal in such newspaper as may direct.
11. Furnish a copy of the proposed arrangement or compromise in connection with the amalgamation to every creditor or partner to charge and within 48 hours of a requisition made for the same.
12. Ensure that the meeting the proposed compromise or arrangement for the purpose of amalgamation is approved by a majority representing three-fourths in value of the creditors or partners as the case may be.
13. Register an instrument is not less than 7 days before the date fixed for the holding of the meeting. The LLP or by the person directed to issue the advertisement and the notices.
14. Where there are separate meetings. The chairman of each meeting reports the result of the meeting to the Tribunal within 7 days of the conclusion of that meeting or within the time fixed by the Tribunal.
15. The same report states exactly the number of partners or the creditors.
16. current petition to the Tribunal for approval of the arrangement or compromise for the purpose of amalgamation of any two or more LLPs within 7 days of the filing of the report by the Chairman as above where such compromise or arrangement is agreed to with or without modification.
17. Pray for appropriate orders and directors as provided in Section 62 in the above petition for amalgamation of any two or more LLPs.
18. File with the ROC within 30 days after the making of an order under Section 62 a certified true copy of the order in Form No.22 with LLP Rules.
19. Remember that in evaluating, the period of 30 days from the order in that date. The required time for getting a certified copy of order shall be executed.
20. Also remember that if default is made in filing a certified copy of the order of the Tribunal with the ROC within 30 days. Every designated partner of the LLP and LLP will be punishable with fine up to Rs.50,000.
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