Closure Of LLP



Closing or winding up of an LLP is a challenging task, and the company may be closed due to various reasons like non-operation, recurring losses, the dispute among partners, un-ability to pay debts of the LLP, lack of finance etc. Where the partners must decide on the best way available under the LLP Act, 2008 to wind up the LLP. Kanakkiyal expert team will help you to Closing an LLP easier, faster, and less economical.


    List of Documents for Filing Application to Strike Off the LLP

    1.  Consent of all the partners
    2.  Bank Closure Statement
    3.  CA Certified Statement of Accounts
    4.   Copy of ITR Acknowledgement of LLP
    5.   LLP Agreement
    6.   Affidavits of all partners
    7.   Indemnity Bond of all partners
    8.  Pan of the LLP
    9.   Identity and Current Address Proof of partners

    Winding Up Of Limited Liability Partnership

    Section 63, Section 64 and Section 65 of LLP Act 2008 governs the process for winding up of the LLP in India. It is the process where all the assets of the business are predisposed off to meet up the liabilities of the same and if there is excess any, gets dispersed among the owners. The LLP Act, 2008 provides for subsequent 2 modes for winding up the LLP i.e.:

    Voluntary Winding Up

    Under this, the partners may between themselves make a decision to stop & winding up the operations of the LLP.

    Compulsory Winding Up

    • A LLP may be mandatorily wound up by the Tribunal,—
    • If the LLP decides that limited liability partnership be wound up by the Tribunal;-
    • If, for a period of more than six months, the number of partners of the LLP is reduced below two;
    • If the LLP is unable to pay its debts;
    • If the LLP has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
    • If the LLP has made a default in filing with the Registrar the Statement of Account & Solvency or annual return for any five consecutive financial years; or
    • If the Tribunal is of the opinion that it is just and equitable that the LLP be wound up.

    Process & Timeline for Company Registration

    The Partners of the LLP have to approach the Banker to close the current account of the company, and a certificate from the banker is needed to close the LLP. 

    Prepare a financial statement with Nil Assets and Liabilities signed by the partners, which need to be certified by the auditors or CS of the LLP

    Once the Current account is closed and the financial statement of nil assets or liabilities is prepared and attested by the CA or any other CS, the decision made by the partners on the closure of LLP.

    Once the partners have decided to close the LLP, all shareholders and directors have to sign an affidavit and documents filed are correct and true in an indemnity bond that the directors shall pay if any liability comes up.

    DSC is the equivalent of physical certificates in digital format. The closure application for LLP is filed online at least one partner Digital Signatures is required.

    Finally, Form -24 an application for removal of name of the company shall be submitted to the Registrar of Companies shall be signed by designated partner and a practising chartered accountant, or a company secretary or a cost and management accountant by paying the govt fees for approval purposes and SRN shall be generated. If the ROC is satisfied with the application the company shall close within 120-365 days.

    Frequently Asked Questions​

    Form 24 is used by LLP for making an application to the Registrar of Companies for Closing the LLP.

    For closing the LLP, it takes around 10-15 days for making an e-form application for company Strike off. After that, it will take 120-365 days for the processing and completion of the process by ROC

    Yes, the Digital Signature of a director is mandatory for form Stk-2.

    Yes, an LLP is required to file overdue returns such as annual return up to the financial year till which the LLP carried out its business operations. 

    No. Registrar will not issue a certificate for closure of LLP. After scrutiny of application, the Registrar will approve the application form. The status of LLP will be changed to ‘under the process of striking off’.
    Yes, application of the surrender of PAN Card is required to be made. This service is not included in our package.


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