Close a Limited Liability Partnership
When winding up a company, all its assets are sold to generate cash, which is then used to pay off any outstanding liabilities to creditors and other stakeholders. Any remaining funds are distributed among the partners or shareholders in accordance with the applicable laws and agreements.
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INTRODUCTION
Closure of a Limited Liability Partnership (LLP)
When the partners of a Limited Liability Partnership (LLP) decide to discontinue its business operations, they may choose to close the LLP through the prescribed legal processes. An LLP can be closed either voluntarily or through compulsory winding up. Voluntary closure is generally preferred when the LLP is inactive and has no liabilities.Please note: To register or convert a sole proprietorship into an LLP in India, there must be at least two partners, both of whom must be eligible to become designated partners, with at least one being an Indian resident. The LLP must also have a registered office with an Indian address.
Advantage
Reasons for Dissolution of LLP in India
To avoid unnecessary compliance and filing obligations:
LLPs that are inactive or not carrying on any business still need to meet annual compliance requirements, such as filing annual returns and statements of accounts. Closing an LLP that is not operational helps avoid these ongoing responsibilities.
Cost-effective compared to annual compliance:
The cost of winding up an inactive LLP is often lower than the cost of maintaining statutory compliance year after year. If an LLP is dormant, it is more practical to officially wind it up instead of bearing unnecessary expenses.
To prevent fines and penalties for non-compliance:
An LLP that fails to file mandatory annual returns and other forms may attract heavy penalties. To avoid accumulating fines for late or non-filing, it is better to close the LLP officially if it is no longer active.
Mandatory filing for all LLPs:
Every LLP incorporated in India must file its annual returns and financial statements every financial year, regardless of whether it has done any business or earned any income. If an LLP has not commenced operations or has not opened a bank account, it must still comply. Dissolving an inactive LLP helps avoid non-compliance risks and legal complications.
A LIST OF DOCUMENTS
Documents Required to Close an LLP in India
✔️ PAN Card
Each partner must provide their PAN card as identity proof, along with the PAN of the LLP.
✔️ LLP Agreement
A copy of the original LLP Agreement along with any amendments made during the course of business.
✔️ Address Proof of Registered Office
If the registered office is on rented premises, a copy of the rent agreement and a recent utility bill (such as electricity bill, water bill, gas bill, or property tax receipt) must be provided. A No Objection Certificate (NOC) from the landlord is also required.
✔️ Accounting Information
A financial statement of the LLP, along with a copy of the acknowledgment of the latest Income Tax Return filed.
✔️ NOC from Creditors
A No Objection Certificate must be obtained from secured creditors, if any, consenting to the closure of the LLP.
✅ Note:
A copy of the latest Income Tax Return acknowledgment must always be attached along with the LLP’s financial statement.
Pre-Requisites for LLP Strike Off
Non-Operative Status
The LLP must have ceased all business activities and operations for at least one year prior to applying for strike-off.
Full Compliance
The LLP must have filed all required annual returns, statements of accounts, and any other applicable filings up to date. There should be no pending statutory dues or compliance obligations.
Closure of Bank Accounts
All bank accounts opened in the name of the LLP must be closed before filing for strike-off. A closure statement or certificate may be required as proof.
✅ Strike off Your LLP in 3 Easy Steps
1. Answer Quick Questions
✨ Spend less than 10 minutes filling out our simple online questionnaire.
✨ Provide basic details and required documents for LLP closure.
✨ Make a secure payment through trusted payment gateways.
2. Experts Are Here to Help
✔️ A dedicated Relationship Manager will be assigned to guide you.
✔️ We’ll draft all the necessary documents, affidavits, and resolutions for the strike-off.
✔️ Our experts will handle the filing of your LLP strike-off application with the MCA.
3. LLP Strike Off is Completed
✅ Your LLP strike-off application will be processed and completed in as little as 21 working days*.
*Subject to approval and processing by the Government authorities.
📅 Process of Winding Up an LLP
Day 1 – 2
🔍 Initial discussion and collection of basic information.
📑 Submit required documents for verification.
Day 3 – 8
✔️ Detailed review of documents and information provided.
✔️ Drafting of required board resolutions, affidavit, indemnity bond, and other supporting documents.
✔️ Execute and provide signed copies of the affidavit, indemnity bond, and other papers.
Day 9 – 13
📝 Preparation and filing of the online strike-off application.
📄 Filing of LLP Form 24 with the Ministry of Corporate Affairs (MCA).
Day 14 onwards
⏳ Government processing time for approval.
📢 Once approved, MCA will publish a notice of the LLP’s strike-off in the Official Gazette.
Frequently Asked Questions
Have questions before reaching out? Here are quick answers to some of the most common queries we receive about contacting us, consultations, and service inquiries.
The process to dissolve an LLP through strike-off is simple:
1️⃣ File LLP Form 24 online with the MCA along with the required supporting documents.
2️⃣ Obtain a No Objection Certificate (NOC) from any regulatory authority governing the LLP, such as SEBI or RBI (if applicable).
3️⃣ The Registrar will publish the application details on the MCA portal for one month to invite any objections or representations from the public.
4️⃣ If no objections are received within the specified period and the Registrar is satisfied with the application, an order will be passed to strike off the LLP’s name from the Register.
To close an LLP via strike-off:
The LLP must file the prescribed Form 24 along with the necessary documents.
The Registrar will make the application publicly available on the MCA website for one month to allow for any representations.
After approval, the status of the LLP will be updated to “Struck Off (Defunct)” in the MCA Register and Master Data.
Partners can close an LLP by choosing any of these methods:
✔️ Declare the LLP as defunct (strike-off).
✔️ Opt for voluntary winding up of the LLP.
✔️ Proceed with compulsory winding up through a Tribunal (in special cases).
The easiest way is to apply for strike-off by declaring the LLP as defunct if it has not carried out any business for one year or more.
👉 This route does not require appointing a Liquidator or involving the Tribunal.
👉 However, the LLP must meet certain conditions, like having no liabilities and closing any bank accounts.
Any LLP that:
Has not commenced business since its incorporation; or
Has ceased to operate for at least one year
may apply for strike-off by filing Form 24 with the MCA.
No. The appointment of a Liquidator or an application to the Tribunal is not required for strike-off under the defunct LLP route.
💡 A Liquidator is only needed when the LLP is being dissolved through voluntary or compulsory winding up.