The Limited Liability Partnership (LLP) may be closed by the following methods:

1. Winding up and Dissolution
2. Strike off Method (ie. Strike Off by ROC and Strike Off by LLP)

The winding up of Limited Liability Partnership (LLP) may be either voluntary or by a Tribunal and Limited Liability Partnership (LLP) so wound up may be dissolved. A Limited Liability Partnership may be wound up by the Tribunal if the LLP decides that the LLP be wound up by the Tribunal due to the following reasons:

1. If the number of partners are reduced below for a continuous period of six months;
2. If the LLP is unable to pay its debts;
3. If the LLP has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
4. If the LLP has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or
5. If the Tribunal is of the opinion that it is just and equitable that the LLP be wound up.

Winding up and dissolution of Limited Liability Partnership (LLP) procedure is cumbersome and costly affair.

Strike Off of the name of the Limited Liability Partnership from the register of Registrar of LLPs is easy method and as per this method, the Registrar may strike off on sue moto or by the Limited Liability Partnership by making application as per Rule 37 of the Limited Liability Partnership Rules, 2009 as amended.

Strikeoff by the Registrar

As per Rule 31(1)(a) where the Limited Liability Partnership (LLP) is not carrying on any business or operation for a period of two years or more and the Registrar has reasonable cause to believe the same, for the purpose of taking suo moto action for striking off the name of the LLP.

The Registrar shall send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice and if no representation is received within one month of notice period, the Registrar may strike off the name of LLP from register and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved.

Strikeoff by the LLP

As per Rule 31(1)(b) where the Limited Liability Partnership (LLP) is not carrying on any business or operation for a period of one year or more. It can make an application in Form-24 to the Registrar with the consent of all the partners of the limited liability partnership for strike off its name from the register.

Provided further that where the limited liability partnership is regulated under a special law, the application for removal of its name shall be accompanied by approval of the regulatory body constituted or established under that law.

The Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, or the Registrar is satisfied that the name should not be struck off from the register, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved.

The liability, if any, of every designated partner of the limited liability partnership dissolved, shall continue and may be enforced as if the limited liability partnership had not been dissolved.

1. Copy of detailed application (Mandatory).
2. Copy of authority to make the application (Mandatory).
3. Copy of consent of all partners (Mandatory).
4. Copies of ID and Address proofs of all the partners.
5. Copy of consent of all creditors (Mandatory).
6. Copies of affidavits from all the partners.
7. Copy of the undertaking/ indemnity bond for striking off name (Mandatory).
8. Copy of statement of assets and liabilities duly certified as true and correct by auditor/ chartered accountant in practice (Mandatory).
9. Copy of acknowledgement of latest Income tax return (Mandatory).
10. Copy of consent of regulated other authority if any.
11. Any other information can be provided as an optional attachment.

You can close your LLP business in the following steps.

• 1

  Digital Signature Certificates

  Through eMudhra - One Hour Job

  LLP Closure in India is entirely online. To close an LLP, the Partners of the LLP have to sign documents digitally using Class-III Digital Signature Certificate (DSC). We will apply Class-III DSCs through eMudhra or other Digital Signature Certificate provider Online. We will attest and submit your documents with eMudhra or other Digital Signature Certificate provider and get your DSCs approved and download the same for signing purpose. Apart from Partners of LLP, a practicing professional such as Company Secretary or Chartered Accountant has to mandatorily digitally sign and attest the documents to get your LLP Closed. We also get this done with our associated CA/CS professionals.

• 2

  Online Submission

  Through MCA Portal - 1 Day

  Once the DSCs are approved, we will then draft the LLP Closure documents such as statement of account, partners kyc documents, llp documents, affidavits, undertakings, indemnity bonds and other required documents and fill Form 24 and attach the documents to this form and upload with the MCA, we will do that by paying requisite challan amount online.

• 3

  Certificate of Closure

  Through eMail - 1 to 3 Months

  Once we upload and pay the LLP Closure documents to MCA, the Registrar of LLP will go through your application and after due scrutiny, approves the same and issues you the Certificate of closure.

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