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What is the liability of dormant LLP?

Limited but Continuous Legal Status

• A dormant LLP retains its legal identity despite being inactive

• It continues to exist under law and can hold property or assets

• Liability remains limited to partner contributions even when dormant

• Designated partners are still responsible for minimal compliance

• Inactivity does not dissolve the LLP or exempt it from all duties

Mandatory Compliance Obligations

• Dormant LLP must file Form 11 (Annual Return) every year

• Statement of solvency (Form 8) may also be required if applicable

• Failure to file attracts penalties and default status with MCA

• Must inform Registrar via Form 24 when applying for dormant status

• DSC and partner KYC compliance still remain necessary

No Commercial Activity Permitted

• Dormant LLP cannot engage in buying, selling, or service delivery

• Any commercial transaction revokes dormant status automatically

• Must seek active status from Registrar before resuming operations

• All prior liabilities must be cleared before revival

• Any unreported activity may lead to legal and financial consequences

Protection of Assets and Interests

• Dormant status protects intellectual property or property assets

• Can be used to hold business name or future expansion rights

• Partners are not personally liable beyond their agreed contributions

• LLP can enforce contracts and protect its assets legally

• Useful for temporarily inactive businesses with future plans

Reactivation and Liability Revival

• LLP can be reactivated by filing Form 5 and resuming compliance

• All past dues and statutory filings must be completed first

• Once active, full liabilities and operational duties resume

• RoC approval is required to switch from dormant to active status

• Proper transition prevents penalties and operational restrictions

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