Rule 37 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 37 is the whole of Chapter XIV. It says when the Registrar may strike an LLP's name off the register because it is not carrying on business, whether on his own initiative or on the LLP's application, what notice is given, what he must check about assets and liabilities, when the LLP stands dissolved, and what continues after that. This article explains it as notified in 2009.
Where an LLP has carried on no business or operation for two years or more and the Registrar has reasonable cause to believe it, he may act on his own; where it has carried on none for one year or more and applies with the consent of all partners, he may act on the application (rule 37(1)). A notice goes to the LLP and all partners asking for representations within one month, and is also placed on the Ministry's website for one month (rule 37(1), (2)). The Registrar may then strike the name off by order, and the LLP stands dissolved on publication in the Official Gazette (rule 37(3)). The liability of every designated partner continues (rule 37(5)), and the Tribunal's power to wind up is unaffected (rule 37(6)). The Rules have been amended since 2009.
Read this first: the 2009 text and later amendments
This article states what rule 37 provided as notified on 1 April 2009. The Rules have been amended several times since, and the form, the fee, the time limits and the way the application is made may be different now. The Act has also changed. Check the MCA portal and the current Rules before acting. For the current filing position on an application to strike off, see our post on the form for striking off the name of an LLP. This article gives no fee amount and no portal step.
Rule 37 implements section 75 of the Act; see Section 75: power of Registrar to strike a defunct LLP off the register. For the practical route, see our guide on striking off a defunct LLP. If your LLP is inactive and you want to close it, our striking off of LLP service covers the current process.
Rule 37(1): the two routes
The rule applies where an LLP "is not carrying on any business or operation":
| Route | Condition as notified in 2009 | Who starts |
|---|---|---|
| (a) | For two years or more, and the Registrar has reasonable cause to believe it | The Registrar, "suo motu" |
| (b) | For one year or more, and an application is made in the prescribed form to the Registrar with the consent of all partners | The LLP |
The key differences: route (a) needs a longer period (two years) and the Registrar's belief; route (b) needs a shorter period (one year) but the consent of all partners. The text does not define "business or operation" or say how the Registrar forms a "reasonable cause to believe".
In either case, "the Registrar shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name ... and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice".
The provisos
- First proviso: "no such notice by Registrar shall be required under clause (b)". This sits oddly with the main text, which seems to require the notice in both cases, and the proviso ends with a colon without further words. This is a drafting point: read literally, no separate Registrar's notice is needed where the LLP itself applies under clause (b). Sub-rule (2), below, still requires the contents of the LLP's application to be placed on the website.
- Second proviso: where the LLP is regulated under a special law, the application for removal of its name "shall be accompanied by approval of the regulatory body constituted or established under that law". The text does not name any such law.
Rule 37(2): public notice
A notice under sub-rule (1), or the contents of an application made by the LLP, "shall also be placed on the website of the Ministry of Corporate Affairs for the information of the general public for a period of one month".
Rule 37(3): the order, Gazette notice and dissolution
At the expiry of the time in the notice under sub-rule (1), or the one month under sub-rule (2), the Registrar "may, by an order", strike its name off the register, unless:
- cause to the contrary is shown by the LLP; or
- the Registrar is satisfied that the name should not be struck off.
He "shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved."
So dissolution takes effect on Gazette publication, not on the date of the order. The word "may" gives the Registrar discretion; he is not bound to strike off even if no one objects.
Rule 37(4): assets and liabilities
Before passing the order, the Registrar, "where he has sufficient cause to believe that the limited liability partnership has any asset or liability", shall satisfy himself that sufficient provision has been made:
- for the realisation of all amounts due to the LLP; and
- for the payment or discharge of its liabilities and obligations within a reasonable time.
If necessary, he obtains undertakings "from the designated partner or partner or other persons in charge of the management".
Proviso: despite the undertakings, "the assets of the limited liability partnership shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name". Striking off does not release assets from creditors' claims.
Rule 37(5): designated partners remain liable
"The liability, if any, of every designated partner of the limited liability partnership dissolved under sub-rule (3), shall continue and may be enforced as if the limited liability partnership had not been dissolved."
Note the target: every designated partner. The rule does not mention partners who are not designated partners. The text is silent on whether and how a non-designated partner's liability continues; the Act's general provisions on partner liability apply.
Rule 37(6): the Tribunal's power
"Nothing in this rule shall affect the power of the Tribunal to wind up a limited liability partnership the name of which has been struck off the register." So a struck-off LLP can still be wound up by the Tribunal. This article adds no fact about the Tribunal beyond the rule.
Drafting point. An Explanation at the end of the rule says that "in computing the period of 30 days from the date of order, the requisite time for obtaining a certified copy of order shall be excluded". Rule 37 itself states no thirty-day period; the Explanation appears out of place here.
The sequence in short
| Step | Rule | What happens |
|---|---|---|
| Inactivity | 37(1) | Two years (suo motu) or one year with application and all partners' consent |
| Notice | 37(1), (2) | Notice to LLP and partners; one month for representations; notice on the Ministry's website for one month |
| Checks | 37(4) | Registrar satisfies himself on assets, liabilities and undertakings |
| Order | 37(3) | Order striking off, unless cause shown or he is satisfied it should not be |
| Gazette | 37(3) | Notice published; LLP stands dissolved on publication |
| After | 37(5), (6) | Designated partners' liability continues; Tribunal can still wind up |
Example. Sethi Ghosh LLP has done no business for fourteen months. All four partners consent and apply to strike the name off. Under rule 37(1)(b), the application is available because the period is one year or more and all partners consent. The contents of the application are placed on the website for one month. The Registrar, satisfied that no assets or liabilities remain, passes an order and publishes it in the Gazette; the LLP stands dissolved on publication. If, later, a creditor appears who was not paid, rule 37(5) says the designated partners' liability continues as if the LLP had not been dissolved.
Practical points
- Settle the LLP's assets and liabilities before applying; the Registrar must be satisfied under rule 37(4).
- Get the written consent of every partner for route (b).
- Respond to any notice within the one month given for representations.
- Do not treat striking off as an escape from liability: designated partners' liability continues, the assets stay available to creditors, and the Tribunal can still wind up.
- Compare with other ways of closing an LLP, and see our separate guides on closing an LLP and on restoration of a struck-off LLP.
Need help closing an inactive LLP?
Clearing liabilities, collecting partner consents and filing correctly decide whether the application succeeds. Our striking off of LLP team can review your position and handle the current process.
Key takeaways
- The Registrar may strike off an LLP that has carried on no business for two years or more (suo motu), or for one year or more on the LLP's application with all partners' consent (rule 37(1)).
- One month is given for representations, and the notice or application is placed on the Ministry's website for one month (rule 37(1), (2)).
- The LLP stands dissolved on publication of the Gazette notice (rule 37(3)).
- The Registrar checks provision for assets and liabilities and may take undertakings (rule 37(4)).
- Every designated partner's liability continues (rule 37(5)); the Tribunal can still wind up (rule 37(6)).
- All as notified in 2009; check the current process.
Read next
- Rule 36: examination of e-forms, defects and the 120-day limit
- Rules 38-40: conversion of a firm, private company and unlisted public company
- Restoration of a struck-off LLP
- How to close an LLP in India
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.