Udyog Suvidha Kendra
LLP Closure Services

Winding Up
LLP

Winding up an LLP is the formal process of closing a Limited Liability Partnership, involving the settlement of liabilities, distribution of remaining assets, and deregistration with regulatory authorities. This process may be voluntary, initiated by the partners, or compulsory, directed by a legal authority, and is done in compliance with the LLP Act and relevant legal procedures.

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Business Closure

What is Winding Up of LLP?

Winding up or closing a Limited Liability Partnership (LLP) is the legal process of dissolving the entity and removing its name from the Register of Companies. This is often done when the LLP has become inactive, is incurring losses, or the partners wish to discontinue the business.

The Concept

An LLP can be closed by declaring it defunct if it has not carried on any business for a period of one year or more. The process involves filing Form 24 with the Registrar of Companies (ROC) to strike off the name.

Why is it Important?

Keeping a dormant LLP open attracts heavy penalties for non-compliance (Form 8 and Form 11 filing). Winding up officially releases the partners from future liabilities and compliance burdens.

Ways to Close an LLP

1. Strike Off (Form 24)

The most common and fastest method for inactive LLPs. Applicable if the LLP has been non-operational for 1 year and has no assets/liabilities.

Recommended
2. Voluntary Winding Up

A longer process involving a liquidator. Required if the LLP has assets, debts, or is being closed for reasons other than inactivity.

Complex

Conditions for Closure

To voluntarily close an LLP under Form 24, the following conditions must be met:

Inactive for 1 Year

The LLP must not have carried on any business or commercial operation for a period of one year or more.

Nil Assets & Liabilities

The LLP must have extinguished all its liabilities and should not have any assets left in its name.

Up-to-Date Filings

Form 24 preference is for compliance to be up to date till cessation of business. Overdue returns may complicate the process.

Partner Consent

Consent of all partners is mandatory for making the application to strike off the name.

Bank Account Closed

The bank account of the LLP must be closed, and a statement showing zero balance should be available.

Required Documents

Essential documents for filing Form 24.

Consent of Partners

Written consent from all partners for closure.

Affidavit (Form 24)

Declaration by designated partners (joint/separate).

Indemnity Bond

To indemnify against future liabilities.

Statement of Account

Certified by CA showing Nil assets/liabilities.

ITR Acknowledgement

Copy of latest Income Tax Return.

PAN & Aadhaar

KYC of all Designated Partners.

Closure of Bank A/c

Certificate/Letter from Bank.

Closure Process

Step-by-step guide to striking off an LLP name.

1

Partner Meeting & Resolution

Convene a meeting of all partners to pass a resolution for winding up the LLP and authorizing a designated partner to file the application.

2

Closure of Bank Account

Ensure all financial transactions are settled, liabilities paid off, and the bank account is officially closed.

3

Preparation of Documents

Prepare the Statement of Accounts (Nil), Affidavits, Indemnity Bonds, and obtain consent from all partners.

4

Filing Form 24

File Application in Form 24 with the ROC for striking off the name of the LLP under Rule 37(1)(b) of LLP Rules, 2009.

5

ROC Scrutiny

The Registrar examines the application. If found correct, the name is published on the MCA website for one month for public objection.

✓

Final Strike Off

If no objections are received, the ROC strikes off the LLP name and issues a notice of dissolution.

Why Close an Inactive LLP?

Leaving a defunct LLP open without compliance can be financially disastrous.

High Penalties for Non-Filing

Late filing of Form 8 and Form 11 attracts a mandatory penalty of ₹100 per day per form with no upper limit. This can accumulate to lakhs of rupees over time.

Peace of Mind

Formally closing the LLP removes the partners' obligation to maintain annual records, conduct meetings, and worry about future legal notices or prosecutions.

How Udyog Suvidha Kendra Helps

We make the winding-up process seamless and error-free.

1

Drafting Documents

We prepare precise Affidavits, Indemnity Bonds, and Board Resolutions required for closure.

2

CA Certification

We assist in getting the Statement of Accounts certified by a Chartered Accountant.

3

Filing & Follow-up

We file Form 24 and handle all queries from the ROC until the name is struck off.

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Frequently Asked Questions

Winding Up LLP in Different States

Andhra Pradesh Arunachal Pradesh Assam Bihar Chhattisgarh Goa Gujarat Haryana Himachal Pradesh Jharkhand Karnataka Kerala Madhya Pradesh Maharashtra Manipur Meghalaya Mizoram Nagaland Odisha Punjab Rajasthan Sikkim Tamil Nadu Telangana Tripura Uttar Pradesh Uttarakhand West Bengal Delhi Chandigarh Ladakh Lakshadweep Puducherry Jammu & Kashmir Andaman & Nicobar Dadra & Nagar Haveli

Winding Up LLP in Major Cities

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