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Voluntary striking off and dissolution
LLPs no longer carrying on business or in operation
Restoration by court order
Administrative restoration
Quality of documents
Further information

LLPs no longer carrying on business or in operation

1. Can the registrar strike off an LLP on his own initiative?

Yes, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:

he has not received documents from an LLP that should have sent them to him;
mail that the registrar has sent to an LLP’s registered office is returned undelivered; or
the LLP has no members.
Before striking off the register, the registrar must write two formal letters and send notice to the LLP’s registered office to inquire whether it is still carrying on business or in operation. If he is satisfied that it is not, he will publish a notice in the relevant Gazette stating that he intends to strike the LLP off the register unless he is shown reason not to do so.

A copy of the notice will be placed on the LLP’s public record. If the registrar sees no reason to do otherwise, he will strike off the LLP not less than 3 months after the date of the notice. The LLP will be dissolved on publication of a further notice stating this in the relevant Gazette. Further information on the Gazette is covered in chapter 1 question 8.

Further details of the procedure can be found in section 1000 of the Companies Act 2006, as applied to LLPs.

2. How can I avoid this action?

If you want your LLP to remain on the register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the members being prosecuted.

3. Can I object?

The registrar will take into account representations from the LLP and other interested parties, for example, creditors. If there is good reason not to strike the LLP off the register, he may suspend the action until the objection is resolved.

4. What happens to the assets of a dissolved LLP?

From the date of dissolution, any assets of a dissolved LLP will be “bona vacantia”. Bona vacantia literally means “vacant goods”, and is the technical name for property that passes to the Crown because it does not have a legal owner. The LLP’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

You should address any enquiries about bona vacantia property, as appropriate, to:

If the LLP is incorporated in Northern Ireland: The Crown Solicitor
Royal Courts of Justice
Chichester Street
Belfast BT1 3JY
If the LLP is incorporated in Scotland: The Queen's and Lord Treasurer's Remembrancer (Q & LTR)
Crown Office
25 Chambers Street
If the LLP's registered office is in Lancashire: The Solicitor to the Duchy of Lancaster
66 Lincoln's Inn Fields
London WC2A 3LH
If the LLP's registered office is in Cornwall or the Isles of Scilly: The Solicitor to the Duke of Cornwall
66 Lincoln's Inn Fields
London WC2A 3LH
In all other cases: The Treasury Solicitor (BV)
One Kemble Street