Closing of Limited Liability Partnership

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An LLP which has never started business or is not carrying any business for the immediate past one year and has no assets and liabilities (Defunct LLP) can make an application to the Registrar for striking off its name from the register with the consent of all partners of the LLP

Prepare Financial Statement

Prepare Closure Documents using e-laywering

Certification by Professional

File Closure Documents

Clarify ROC query regarding closing of LLP

Closing of Limited Liability Partnership

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Closure of Defunct LLP


An LLP is required to file certain mandatory returns whether it does the business or not. Non- filing of due returns will attract penalties and prosecution under the LLP Act and the designated partners are liable to face the same action. Cessation of operation cannot be a reason for non-filing of returns; an LLP continues to exist until its formal closure. An LLP being a separate legal entity registered under law, it is mandatory to be closed as stipulated under the LLP Act.

An LLP fulfilling the following conditions can file an application for striking off its name from the Register of LLP.

  • LLP should be inoperative from the date of incorporation  OR inactive for a period of at least one year
  • LLP should not have any assets / liabilities as on date of application.

The application for striking off the name should be submitted along with the required fee, consent of all partners, affidavits and indemnity by all designated partners, copy of the latest IT return and a Statement of Accounts not older than 30 days from the date of application certified by a Chartered Accountant.

A defunct LLP can make an application to the Registrar with the consent of all partners of the LLP for striking off its name from the register.

A defunct LLP refers to an LLP that has never started business or is not carrying any business for the immediate past one year and has no assets and liabilities.

Process for Closure of Defunct LLP


Close of Business Operations

The LLP should have closed its complete business operations

Close of Bank Accounts

Preparation of Closing Statement of Accounts

LLP to prepare a Statement of Accounts of LLP at the date of application

Application to ROC - LLP Form -24

Partners of LLP to file application to Registrar along with an Indemnity and affidavit

Requirements


LLP should not have started business after incorporation; OR

LLP is not carrying any business for past one year; AND

LLP has no assets and liabilities

Documents Required


LLP Documents Required

  • PAN of LLP

  • LLP Agreement by Partners

  • Latest Income Tax Return (if any)

  • Bank Account Closure Statement / Certificate

  • Latest Statement of Accounts of LLP

Documents from Partners & Designated Partners

  • PAN of Partners

  • Aadhaar of Partners

  • Latest Address Proof of Partners

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How it works

  • Analyse the Eligibility of LLP for Closure

  • Prepare Application and Documents to be filed with ROC

  • File Application to ROC in LLP Form 24

FAQ

Frequently Asked Questions on Closing of Limited Liability Partnership

What is a defunct LLP?

A defunct LLP indicates an LLP that has not started any business or is not carrying on any business for the immediate past one year and has no assets and liabilities.

How to close a defunct LLP?

A defunct LLP can be closed by making an application to the Registrar with the consent of all partners of the LLP for striking off its name from the register.

What are the conditions for filing an application for striking off a by a defunct LLP?

An LLP fulfilling the following conditions can file an application for striking off its name from the Register of LLP.

1. It should have a PAN

2. It should be inoperative from the date of incorporation OR inactive for a period of at least one year

3.It should not have any assets / liabilities as on date of application.

4. It should not have any bank account live as on date of application.

5. It should have filed the latest IT return.

How to file the application for striking off the name by a defunct LLP?

Application for striking off the name by a defunct LLP should be submitted to the concerned Registrar along with:

1. required fee

1. consent of all partners

1. affidavits and indemnity by all designated partners

1. copy of the latest IT return and

1. Statement of Accounts not older than 30 days from the date of application certified by a Chartered Accountant.

My LLP has done a little business in the last year. Can it be closed?

The LLP can be closed if the LLP is inoperative from the date of incorporation or inactive for a period of at least one year immediately preceding the filing of the application.

Who has to sign the application for closure of defunct LLP?

The designated partners have to sign the application for closure of defunct LLP with the consent of all the partners. Also the designated partners are required to execute affidavits and indemnity as stipulated under LLP Rules.

Should all the partners consent in order to close the LLP?

Yes. Consent of all the partners is required to file the application for closure of defunct LLP.

There are few assets and Balance in bank account. Can it be closed?

If there are assets and balance in bank account, the LLP cannot be closed as defunct.

Will the Registrar issue a certificate after closure of LLP?

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’.

What is the process after filing the application? How long it will take to actually strike off the LLP name?

Depending on the Registrar’s office, the whole process may take 3 to 6 months to complete. After approval of the application, the details will be placed on the website of the Ministry of Corporate Affairs for the information of the general public for a period of one month. After the expiry of one month from placing the details in MCA website, the Registrar will issue an order for striking off the LLP name from the register, and shall publish notice in the Official Gazette. After the notice is published in the Official Gazette, the LLP shall stand dissolved.

Closing of Limited Liability Partnership

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