Compulsory liquidation of a limited liability partnership is when the limited liability partnership is ordered by a court to be wound up.

Which courts can order a compulsory liquidation?

The Court of Session or Sheriff Court may order the winding-up of a limited liability partnership. This may be, for example, on the petition of a creditor or creditors on the grounds that the limited liability partnership cannot pay its debts.

The court may also order the limited liability partnership to be wound up on the petition of:

1. the limited liability partnership itself;
2. one or more of the limited liability partnership’s members;
3. the Secretary of State for Trade and Industry;
4. the Financial Services Authority (formerly the Securities and Investment Board).

Must the petition be advertised?

Unless the court directs other arrangements, the petition must be advertised in the Edinburgh Gazette.

What appears on the limited liability partnership record held by Companies House?

If the petition is successful, the limited liability partnership must send Form 4.2 (Scot) and a copy of the winding-up order to the Registrar and AIB straightaway and it will be placed on the limited liability partnership’s public record.

The petition itself is not presented to the Registrar so it will not appear on the public records.

Who acts as the liquidator when an order is made to wind up the limited liability partnership?

A provisional liquidator may be appointed after the petition is presented. If a winding up order is made, an interim liquidator is appointed. Both the provisional and interim liquidator must notify the AIB of their appointments and the provisional liquidator must also notify the Registrar.

What are the duties of the Official Receiver as liquidator?

Within 28 days of the appointment, the interim liquidator investigates the limited liability partnership’s affairs and will call meetings of creditors and contributories (that is, those people liable to contribute to the assets of a limited liability partnership in the event of it being wound up). The meetings appoint the official liquidator who must notify the AIB within seven days. If no liquidator is appointed at the meetings, the court appoints a liquidator.

The liquidator must send to the AIB a statement of receipts and payments for the first 12 months of liquidation and thereafter every six months until the winding up is complete.

What happens when the winding-up is complete?

When the Registrar and AIB receive notice from the liquidator of the final meeting that winding-up is complete, the Registrar will register it and publish its receipt in the Edinburgh Gazette.

Unless the Court directs otherwise, the limited liability partnership will be dissolved three months after the notice was registered at Companies House.

Which forms should be used?

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