Dissolution of LLP

Dissolution of LLP

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Hi,

A UK LLP filed its accounts late and Companies House have issued a £375 penalty on 1 March 2019. They have also issued a letter on 5 March stating that the partnership will be dissolved if no cause is lodged to the contrary. The partners won't object and it's unlikely anyone else will. If no objections are lodged, will Companies House still strike off the company with a penalty outstanding? The company has non resident partners and some money in overseas bank accounts. If this money becomes bona vacancia, how will the Treasury Solicitor's be able to freeze the accounts or get their hands on the money if the partners don't withdraw it?

Thanks for any advice.

Replies (5)

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By andrew1211
27th Mar 2019 14:58

Haven't you answered the question....they say they will dissolve it?

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By brian-scholar
27th Mar 2019 16:07

Thanks Andrew I should have called CH who now say the company isn't being dissolved! Maybe because the accounts were a few weeks late, they started dissolution and now having received the accounts, the're not. I didn't realise CH were being so efficient!

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Replying to brian-scholar:
Stepurhan
By stepurhan
27th Mar 2019 16:10

This renders the last part of my comment irrelevant, since the LLP is not being dissolved. Still worth reminding the partners that dissolving an LLP may not leave them in the clear in the same way dissolving a company does.

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Stepurhan
By stepurhan
27th Mar 2019 16:08

It's not a company, it's an LLP. This is an important distinction.

An LLP is transparent for most purposes (e.g. partners are taxed in the same way as an ordinary partnership). Bona Vacantia for assets will not apply. The main purpose of limited liability in an LLP is to prevent all partners being jointly and severally liable for the debts of the LLP. Liability is normally restricted to those partners that created the liability, though clawback of drawings to cover shortfalls is possible.

Not having dealt with an LLP being struck off, I don't know if the partners could still be held responsible for the filing penalty. Who was responsible for the accounts being filed late?

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Replying to stepurhan:
paddle steamer
By DJKL
27th Mar 2019 16:20

Not per companies house.

"From the date of dissolution, any assets of a dissolved LLP will be “bona vacantia”.
Bona vacantia literally means “vacant goods”, and is the technical name for property
that passes to the Crown because it does not have a legal owner. The LLP’s bank
account will be frozen and any credit balance in the account will be passed to the
Crown"

https://assets.publishing.service.gov.uk/government/uploads/system/uploa...

This makes sense as property dispositions and leases for an LLP tend, in my experience, to name the LLP and give its number but do not list the partners individually, whereas those for bare partnerships will often have XYZ partnership, and its partners x, y and z, herewith dispone etc

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