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Hello Auditor

Can LLP be revived after dissolution?

Revival Possibility Under Law

• Yes LLP can be revived after strike-off or dissolution

• Revival is possible if done within prescribed legal time frame

• Can apply under Rule 37 of LLP Rules 2009 to restore name

• Dissolution due to non-filing can be reversed with compliance

• Tribunal or ROC approval is needed for legal reinstatement

Application to NCLT

• File an appeal to National Company Law Tribunal (NCLT) for revival

• Must submit Form 22 with supporting documents and reasons

• Affidavit and statement of facts required from designated partner

• Tribunal may allow restoration if justified and in public interest

• Order must be filed with ROC to reinstate LLP in records

Filing Pending Documents

• LLP must file all overdue Forms 8 and 11 with penalties

• Must update any changes in partners or contributions

• Pay late fees and clear all previous non-compliance

• File Form 3 if agreement was revised before dissolution

• Proper record keeping is essential for approval

Post-Restoration Process

• After NCLT order file INC-28 with the Registrar of Companies

• Update master data and status on MCA portal to “Active”

• Resume business activities and maintain future compliance

• Inform banks, vendors, and authorities about revival

• Restart operations with fresh documentation and filings

Limitations and Considerations

• Revival not allowed if LLP was voluntarily dissolved with final settlement

• Delay beyond 5 years from strike-off reduces revival chances

• Costs involved include legal, filing, and professional fees

• Revival is subject to ROC and Tribunal discretion

• Legal guidance is advised for smooth and timely restoration

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