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CS Executive · Setting Up of Business, Industrial and Labour Laws · Limited Liability Partnership

Under a scheme sanctioned by the Tribunal for amalgamating Alpha LLP into Beta LLP, Alpha is to be dissolved without winding up. Which condition must be met before the Tribunal can order Alpha's dissolution?

The Tribunal may dissolve the transferor LLP without winding up only if the Official Liquidator, after scrutinising its books and papers, reports that its affairs were not conducted in a manner prejudicial to the interests of its partners or to public interest.

  1. AThe Official Liquidator must report, after scrutinising Alpha's books and papers, that its affairs were not conducted in a manner prejudicial to partners' or public interestCorrect
  2. BEvery partner of Alpha must give written consent
  3. CThe Registrar must have struck off Alpha's name
  4. DAlpha must first be converted into a company

Explanation

The second proviso to Section 62(1) bars a dissolution order under clause (iii) unless the Official Liquidator reports after scrutiny that affairs were not prejudicial to partners or public interest. Conversion to a company is not permitted, since an LLP cannot be amalgamated with a company.

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