Compliance & Governance
LLP Closure
A Limited Liability Partnership is a hybrid business entity with a separate identity from its partners. It can be closed in two ways: declaring it defunct, or winding it up.
Get Free ConsultationDeclaring the LLP Defunct
If an LLP wants to close, or hasn't carried out business for a continuous year or more, it can apply to the Registrar to be declared defunct — removing its name from the LLP Register. The Registrar can also act independently: if it finds an LLP inactive for over a year, it sends a notice requiring a representation within one month, publishes the notice publicly for a month, and strikes off the name if there's no reply.
The Closing Process
- 1
Convene a Partners' Meeting
Hold a meeting of all designated partners with the closure agenda in the notice.
- 2
Seek Partner Approval
Obtain approval from all partners of the LLP.
- 3
Prepare Closure Documents
Prepare all documents required for closure.
- 4
File With the ROC
File the closure form with the respective state ROC.
Winding Up an LLP
If the LLP has liabilities to resolve, its assets are disposed of to meet them, with any surplus distributed among owners. Winding up happens voluntarily — the partners jointly decide to stop operations — or compulsorily, when the Tribunal intervenes on specific grounds:
- The LLP itself decides it should be wound up by the Tribunal.
- The Tribunal considers it fair and reasonable to wind up the LLP.
- The number of partners falls below two for more than six months.
- The LLP is unable to pay its debts.
- The LLP has acted against the sovereignty, integrity, security, or public order of India.
- The LLP has defaulted on filing its Statement of Account and Solvency or annual return for five consecutive years.
Documents Required for Closure
- Affidavit by all partners
- Application for closure of the LLP
- Authorisation letter
- Consent of all partners
- Declaration by all partners
- Indemnity bond by all partners
- Statement of accounts
- Income tax return
Once the LLP files for closure, the ROC verifies the documents and publishes the intent to close in the official gazette. If there's no public objection, the ROC closes the LLP and strikes its name from the Register.
Manage Your LLP Closure
Share a few details and our team will reach out on WhatsApp with the next steps and pricing.