Striking off and dissolution of a limited liability partnership
Striking off and dissolution of a limited liability partnership

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Striking off and dissolution of a limited liability partnership
  • Application of CA 2006 to LLPs
  • Voluntary striking off and dissolution
  • Registrar’s power to strike off and dissolve an LLP

Striking off a limited liability partnership (as defined) (LLP) pursuant to Part 31 of the Companies Act 2006 (CA 2006) as modified by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (Regulations) is an administrative procedure that may be initiated either:

  1. voluntarily by the LLP's members, or

  2. by the Registrar of Companies in circumstances where it appears that the LLP is no longer in business or operation

Application of CA 2006 to LLPs

An LLP is a corporate body formed under the Limited Liability Partnerships Act 2000 (LLPA). The majority of law applicable to LLPs is actually modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The Regulations specify the provisions of the CA 2006 that apply to LLPs with appropriate modifications, including provisions relating to striking off and dissolving an LLP.

Voluntary striking off and dissolution

Why apply for striking off and dissolution?

Any LLP can apply to the Registrar of Companies to be struck off the register and dissolved. Some of the most common reasons why an LLP may wish to be struck off and dissolved are:

  1. that it is no longer in business or operation

  2. that it has fulfilled the purposes for which it was incorporated, and

  3. that it is part