Cessation of Partnership Interest in LLP

According to Sec. 24 of the LLP Act, a person may cease to be a partner of a LLP in accordance with an agreement with the other partners, or, in the absence of agreement with the other partners as to cessation of being a partner, by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as partner. A person shall cease to be a partner of a LLP:

  1. On his death or dissolution of the LLP; or
  2. If he is declared to be of unsound mind by a competent court; or
  3. If he has applied to be adjudged as an insolvent or declared as an insolvent.

Where a person has ceased to be a partner of a LLP (hereinafter referred to as “former partner”), the former partner is to be regarded (in relation to any person dealing with the LLP) as still being a partner of the LLP unless:

  1. The person has notice that the former partner has ceased to be a partner of the LLP; or
  2. Notice that the former partner has ceased to be a partner of the LLP has been delivered to the Registrar. Any person ceasing to be partner of the LLP can himself file the intimation of his cessation to the Registrar of Companies.

The cessation of a partner from the LLP does not by itself discharge the partner from any obligation to the LLP or to the other partners or to any other person which he incurred while being a partner. Where a partner of a LLP ceases to be a partner, unless otherwise provided in the LLP agreement, the former partner or a person entitled to his share in consequence of the death or insolvency of the former partner, shall be entitled to receive from the LLP:

  1. An amount equal to the capital contribution of the former partner actually made to the LLP; and
  2. His right to share in the accumulated profits of the LLP, after the deduction of accumulated losses of the LLP, determined as at the date the former partner ceased to be a partner.

A former partner or a person entitled to his share in consequence of the death or insolvency of the former partner shall not have any right to interfere in the management of the LLP.

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