Close a Limited Liability Partnership

Closure of a Limited Liability Partnership

As LLP is a separate legal entity, it is created by following a legal proceeding hence when it comes to its closure there is a proper legal procedure to be followed.

An LLP may be closed through winding-up or through striking off its name from Register of LLP. The winding-up may be a costly or time-consuming affair for many LLPs as it includes approval from Tribunals and involvement of Liquidators. Therefore, the LLP that has been non-operative since its formation or for more than a year, may proceed the easy way of exit i.e. Strike-off. The LLP will be declared struck-off after the publication of notice by Ministry. Once it is struck-off, the LLP cease to be in existence in eyes of law.

Reasons for dissolution of LLP in India

To avoid compliance and filing responsibilities for the LLP’s which are not active.
The statutory compliances of maintaining an LLP are higher than the cost of winding up. If the LLP is dormant it’s better to wind up than fulfill the compliances.
To avoid fines and penalty for late filing, it is better to officially Wind Up LLP’s which are inactive.
All LLPs registered in India have to file the annual returns and statement of accounts for each Financial Year irrespective of annual revenue or profit disregard of its working. LLP that hasn’t opened a bank account or commenced business activity would have to file the following filings each year to maintain LLP compliance and avoid penalty.

Documents Required to close LLP in India

PAN Card
All partners are required to submit their and the firm’s PAN number as identity proof.
LLP Agreement along with any modifications made therein
Address Proof of firm
If the registered office place is rented, rent agreement and one utility bill (electricity bill, water bill, property tax bill, gas receipt etc.) have to be submitted. Also, NOC from landlord will be submitted.
Accounting Information
The financial statement of the LLP with Copy of acknowledgment of latest INCOME TAX RETURN.
NOC from Creditors
NoC for strike-off to be obtained from secured creditors, if any
Statement of assets and liabilities of the LLP certified as true and correct by auditor/chartered accountant in practice.

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Pre-Requisites for LLP strike off

Non-operative Stage
The LLP must discontinue its operations for a minimum period of 1 year

Fully Complied
The LLP must be fully complied with Annual Compliance requirement and more

Closure of Bank Account
The LLP must close all the bank accounts opened in the name of the LLP

Strike off Your LLP in 3 Easy Steps

  • It takes less than 10 minutes to fill in our Questionnaires
  • Provide basic details & documents required for dissolution
  • Make payment through secured payment gateways
  • Assigned Relationship Manager
  • Drafting of documents required for strike-off
  • Filing of application for closure through strike-off

All it takes is 21 working days*

*Subject to Government Processing Time

Process of winding up of LLP

  • Discussion and collection of basic Information
  • Provide Required Documents
  • Review of the details and documents furnished
  • Drafting of necessary resolutions
  • Drafting of the affidavit, indemnity bond, and other documents
  • Provide duly executed affidavit & indemnity bond
  • Provide signed documents after review
  • Preparation of online application
  • filing of LLP Form 24 with MCA
  • Government processing time to approve strike-off
  • The notice of strike-off to be published by MCA after approval
Explore dissolution of LLP

Frequently Asked Questions

How can I proceed for closure of the business under the name of LLP?
The business carried under Limited Liability Partnership organization can be closed at the will of Partners by any of the following ways:
Declare LLP as defunct; or
Voluntary winding-up of the LLP; or
Compulsory winding-up of the LLP (initiated by Tribunal)
What is the procedure for closure of LLP in India through mode of striking off?
The procedure of striking off requires the filing of the prescribed form along with the documents as listed in the next FAQ. The Registrar shall further file publish the application of striking off on the website of MCA for a period of 1 month for receiving any representation from the general public. The application once approved will affect the change of status of LLP as “Stuck off (defunct)” in the register and master data of LLP.
What is the procedure of LLP Strike-off?
The procedure to dissolve LLP is :
1)The applicant needs to file online LLP form 24 with MCA, with the required documents.
2)NOC has to be obtained from the regulatory authority governing the LLP e.g. SEBI or RBI.
3)The registrar shall publish the content of the application filed by the LLP on its website for a period of One Month for information to the general public and receive the representation on the same.
4)Upon expiry of the period specified above, where no reply or representation is received, the Registrar on satisfying himself for sufficient cause for the closure of the LLP may pass an order to strike-off the name of the LLP from the Register of the Limited Liability Partnership.
What is the easiest way of closure of LLP in India?
The name of Limited Liability Partnership can be applied for strike off by way of declaring it as defunct for a period of one year or more. This is the easiest way to close the LLP as there is no involvement or requirement of the Liquidator or Tribunal. To choose this mode, few conditions are required to be fulfilled (prescribed below).
Which LLP can make an application to strike off its name from Register of Companies (LLP)?
The LLP which has not commenced any business under its name since its incorporation or the LLP which has ceased to operate can make an application under this route. In both cases, a period of one year shall be passed since the incorporation.
whether a Liquidator is required to be appointed for this procedure?
No, the appointment of a liquidator or an application before Tribunal is not required to be made. The appointment of a liquidator is applicable in case of Dissolution of the LLP through voluntary or compulsory winding up only.
Can I proceed for strike off LLP in India if the LLP has assets and liabilities in its books of accounts?
The Limited Liability Partnership requires to first close its books of accounts after distribution of assets and payment of the liabilities. The statement shall be duly certified by the chartered accountant in practice. The care should be taken that the application of striking off of the LLP shall be made within 30 days from the date of the statement prepared.
What should I do if we are operating under the LLP till date?
If the Limited Liability Partnership is yet operative, the Partners shall wait for a period of one year to be completed since the last transaction in the name of LLP to opt for this method of closure of LLP. However, if Partners do not wish to continue LLP for a longer period, they can alternatively opt the winding-up procedure with the help of Liquidator
Do I need to apply for surrender of PAN Card of the LLP after is strike off?
Yes, application of the surrender of PAN Card is required to be made. This service is not included in our package.
Whether will provide the stamp duty on affidavit and indemnity bond?
The payment of stamp duty and notary on the affidavit and indemnity bond will be required to be completed by the client form their concerned state or city.

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