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Winding up of LLP

In case the LLP wants to close down its business or where it is not carrying on any business operations for the period of one year or more, it can make an application to the Registrar for declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s.
An LLP need to be closed down / LLP Strike off can be done on the following conditions:

  • LLP is inoperative from the date of incorporation or inactive for a period of at least one year
  • LLP does not have any assets / liabilities as on the date of application.
  • Closure of current account of the LLP has been done
  • LLP Obtain the consent of the parties i.e any other authority, creditors and partners.

Winding Up of LLP Features

1. The LLP to be closed down should not have commenced business after incorporation.

2. The LLP to be closed down has not been engaged in any business for the past year.

3. The LLP to be closed down has no assets and liabilities.

Process of Registration


1. Resolution – A special resolution has to be passed by all or ¾’thof the partners of the company, agreeing to dissolve the partnership.
2. Form No. 1 – Within 30 days of passing the resolution, form no.1 is filed with the Ministry of Corporate Affairs (MCA) with a copy of the resolution,
3. No Debt Declaration – At least two members of the LLP have to declare that it has no debts or liabilities. Or if it does, it will be settled within one year from the commencement of winding up.
4. Form 4 & Value of Assets Form No. 4 along with a report of the value of LLP’s assets has to be submitted to the registrar within 15 days of filing the forms and a statement declaring that the LLP is not being closed to cheat anyone.
5. Creditor Consent – The next step is to acquire consent from the creditors of the LLP, to wind up the business. For this purpose, at least ⅔’rd of company creditors have to provide consent.
6. Filing Form 6 – Within 14 days of receiving consent from creditors, an advertisement has to be filed in the local newspaper. In case if the LLP has assets or liabilities, a liquidator is appointed and his/her statement needs to be filed using form 6.
7. Filing Form 9 – Prepare the LLP’s final account statement, and submit them along with form 9 to conclude all formalities.

Document Required

1. PAN Card of Partners
2. Aadhaar Card of Partners
3. Address Proof of Partners
4. Consent letter


Frequently Asked Questions

If you are planning to close the LLP or Limited Liability Partnership, then you have to follow the process mentioned below:
Closure of business operations- When you are planning to close the LLP, then you must first close the current business operations.
Close the bank account- Once you have closed business operations.
Preparing the closing statement of accounts- The next step is to close the statement of accounts.

Application to ROC-LLP Form 24- At this stage, the partners of LLP are required to file an application to the registrar along with an affidavit and fees along with the consent of all the partners. In case you are unsure of the steps and process of closure of LLP, then you can connect with TeamIndia for assistance. We have a team of qualified professionals who will help you with the same.

If the LLP fulfills the following condition, it can file an application for striking off its names from the register of LLP:

  • The LLP must have a PAN
  • The LLP should be inactive for a period of at least one year or non-operational from the time of incorporation
  • There should be no live bank account at the time of application
  • The LLP should have filed the latest IT returns.

In case of closure of defunct LLP, the designated partners have to sign the application for the closure of defunct LLP along with the consent of other partners.

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