Closure of a Limited Liability Partnership (LLP)
Being a separate legal entity, an LLP must follow a defined legal procedure for closure.
An LLP can be dissolved either through winding-up or by striking off its name from the Register of LLPs. Winding-up is typically time-consuming and expensive, requiring tribunal approvals and the appointment of a liquidator. For LLPs that have been inactive since incorporation or for more than a year, the faster and simpler method is striking off. Once the Ministry issues a public notice, the LLP is officially removed from the register and ceases to exist legally.
Maintaining an LLP can incur higher statutory compliance costs than the cost of winding it up. For inactive or dormant LLPs, it is often more practical to close the entity rather than continue bearing ongoing compliance obligations.
In India, every LLP must file annual returns and a statement of accounts for each financial year, irrespective of revenue, profit, or business activity. Even if the LLP has not started operations or opened a bank account, these filings are mandatory to maintain compliance and avoid penalties.
All partners must provide their individual PAN cards along with the PAN of the LLP as proof of identity.
The LLP Agreement serves as the governing document of the LLP and can be updated or modified through a supplementary agreement executed by all partners.
If the LLP’s registered office is a rented premises, submit the rent agreement along with one recent utility bill (such as electricity, water, property tax, or gas bill). Additionally, a No Objection Certificate (NOC) from the landlord must be provided.
Submit the LLP’s financial statement along with a copy of the acknowledgment for the most recent Income Tax Return filed.
Obtain a No Objection Certificate (NOC) from all secured creditors, if applicable, for the LLP strike-off process.
All partners must provide their personal PAN as well as the firm’s PAN as valid identity proof.
The LLP’s governing document can be updated through the execution of a supplementary agreement.
If the registered office is a rented property, a copy of the rent agreement along with a recent utility bill (such as electricity, water, property tax, or gas receipt) must be provided. Additionally, a No Objection Certificate (NOC) from the landlord is required.
The financial statement of the LLP with Copy of acknowledgment of latest INCOME TAX RETURN.
Obtain a No Objection Certificate (NOC) from all secured creditors, if applicable, for the LLP strike-off.
A statement of the LLP’s assets and liabilities, duly certified as accurate and true by a practicing Chartered Accountant or auditor.
Call us at: 9414883452 or Email us : contact@submitreturn.com
The LLP must discontinue its operations for a minimum period of 1 year
The LLP must be fully complied with Annual Compliance requirement and more
The LLP must close all the bank accounts opened in the name of the LLP
*Subject to Government processing time
Procedure to Dissolve an LLP:
File LLP Form 24 online with the MCA along with the required documents.
Obtain a No Objection Certificate (NOC) from the relevant regulatory authority (e.g., SEBI, RBI), if applicable.
The Registrar will publish the application details on the MCA website for one month to invite public objections or representations.
If no objections are received within the specified period, and the Registrar is satisfied, an order will be issued to strike off the LLP’s name from the Register.
The striking-off process involves filing the prescribed form along with the required documents (as listed in the next FAQ). The Registrar will publish the application on the MCA website for one month to invite any public representations. Once approved, the LLP’s status will be updated as “Struck Off (Defunct)” in the official register and master data.
A Limited Liability Partnership (LLP) can be closed by the partners through one of the following methods:
Declaring the LLP as defunct
Voluntary winding-up
Compulsory winding-up initiated by the Tribunal
An LLP can apply for strike-off by declaring itself defunct for one year or more. This is the simplest closure method, as it does not require a Liquidator or Tribunal. However, certain conditions must be met to opt for this mode (outlined below).
An LLP that has either not started any business since incorporation or has ceased operations can apply for strike-off through this route, provided at least one year has passed since its incorporation.
No, appointing a liquidator or applying to the Tribunal is not required. Liquidator appointment is only necessary for voluntary or compulsory winding-up of the LLP.
No, appointing a liquidator or applying to the Tribunal is not required. Liquidator appointment is only necessary for voluntary or compulsory winding-up of the LLP.
If the LLP is still active, partners must wait for one year from the date of the last transaction before opting for this closure method. Alternatively, if they do not want to continue the LLP, they can choose the winding-up process with the assistance of a liquidator.
Yes, application of the surrender of PAN Card is required to be made. This service is not included in our package.
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.
Call us at: 9414883452 or Email us : contact@submitreturn.com
Here’s what keeps us going strong.
