Chapter XIII - Winding Up and Dissolution
Section 64
Section 64: Circumstances in which limited liability partnership may be wound up by Tribunal
The Tribunal winding-up grounds include an LLP decision, fewer than two partners for over six months, specified public-interest conduct, five consecutive filing defaults, or a just-and-equitable basis.
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Need advice on Section 64?
This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
A limited liability partnership may be wound up by the Tribunal,— (a) if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal; (b) if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two; (d) if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order; (e) if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or (f) if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.
Introduction
Check the distinct evidence for the particular ground; a partner-count or filing trigger has an express duration.
Key takeaways
Five grounds
The section specifies five alternatives for Tribunal winding up; clause (c) was omitted by the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016.
Timed triggers
Partner count below two must persist more than six months; filing default covers five consecutive financial years.
Judicial assessment
The Tribunal decides whether the just-and-equitable ground applies.
Identify a statutory ground
Gather records for the LLP decision, partner count, public-interest conduct, filing history or just-and-equitable facts.
Separate grounds
Do not treat a short partner-count deficiency or a single missed return as satisfying its duration-based ground.
Practical preparation
Verify the facts: Check the Statement of Account and Solvency and annual-return filing history for each year.
Identify the ground: Assess clause (e) and any other applicable ground for Tribunal winding up.
Seek Tribunal determination: Present the evidence under the applicable winding-up procedure; the section does not itself dissolve the LLP.
Practical checklist
Do
- Gather records for the LLP decision, partner count, public-interest conduct, filing history or just-and-equitable facts.
- Do not treat a short partner-count deficiency or a single missed return as satisfying its duration-based ground.
Avoid
- Do not apply this section without checking its stated conditions and any prescribed rules.
Illustrative example
Hypothetical: section 64 in practice
An LLP has failed to file both required annual documents for five consecutive financial years.
Verify the facts
Check the Statement of Account and Solvency and annual-return filing history for each year.
Identify the ground
Assess clause (e) and any other applicable ground for Tribunal winding up.
Seek Tribunal determination
Present the evidence under the applicable winding-up procedure; the section does not itself dissolve the LLP.
Outcome
- The five-year default is one statutory ground on which the Tribunal may wind up the LLP.
Glossary
- Circumstances in which limited liability partnership may be wound up by Tribunal
- The Tribunal winding-up grounds include an LLP decision, fewer than two partners for over six months, specified public-interest conduct, five consecutive filing defaults, or a just-and-equitable basis.
Frequently asked questions
What does section 64 address?
The Tribunal winding-up grounds include an LLP decision, fewer than two partners for over six months, specified public-interest conduct, five consecutive filing defaults, or a just-and-equitable basis.
What should be checked in practice?
Check the distinct evidence for the particular ground; a partner-count or filing trigger has an express duration.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026