1. Can the Registrar strike off a limited liability partnership?

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

1. he has not received documents from a limited liability partnership that should have sent them to him; or
2. mail he has sent to a limited liability partnership’s registered office is returned undelivered.

Before the Registrar strikes a limited liability partnership off the register, he must inquire whether it is still in business or operation. If he is satisfied that it is not, he will publish a notice in the Edinburgh Gazette that he intends to strike the limited liability partnership off. A copy notice is placed on the limited liability partnership’s public record. If he sees no reason to do otherwise, the Registrar will strike the limited liability partnership off not less than three months after the date of the notice. The limited liability partnership will be dissolved on publication of a further notice stating this in the Gazette. At the date of dissolution any assets held by a dissolved limited liability partnership will belong to the Crown: see question 5. The limited liability partnership’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

2. How can I avoid this action?

If the limited liability partnership is to remain on the register, it is important to reply promptly to any formal inquiry letter from the Registrar and to deliver any outstanding documents. Failure to deliver the necessary documents may also result in the designated members being prosecuted.

3. Can I object?

The Registrar will take into account representations from the limited liability partnership and other interested parties, such as creditors.

4. How does the Registrar publish his intention to strike off a limited liability partnership?

Notices are printed in the Edinburgh Gazette, which is published twice weekly. Copies are available from:

The Edinburgh Gazette, 73 Lothian Road, Edinburgh, EH3 9AW
web site: www.gazettes-online.gov.uk
telephone: 0870 600 5522

5. What happens to the assets of a dissolved limited liability partnership?

From the date of dissolution any assets held by a dissolved limited liability partnership will be ‘bona vacantia’. This means they belong to the Crown. The limited liability partnership’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

Enquiries about bona vacantia property should be addressed to:

The Queen’s and Lord Treasurer’s Remembrancer (Q & LTR)
Crown Office
25 Chambers Street
Edinburgh
EH1 1LA
www.crownoffice.gov.uk/departmental/queens_lord_treas.htm 

Tags: defunct partnership