Closing an LLP: Different Steps

28 March 2024

388 7 mins read

When it comes to closing an LLP business, different people have different ideas of how to go about it. Some people think they should just call the co-owners together and ask them to form a trust. But that’s not how closed corporations work. Instead, they use one of many closing mechanisms available. These include the methods outlined below, which is the most appropriate method for your situation.

Table of Contents

The Board of Directors Meeting

This is the most common way is to an LLP business. At the annual meeting, the members of the board of directors will vote to approve the closing and distribute the assets. If the members of the board of directors can’t agree on who gets what, the business will be split up into separate corporations and the members of the board of directors will become managers of each company. This is often done when the owners of the company can’t decide who gets what.

At that meeting, the owners will also set up a trust or company for the benefit of the members of the board of directors. In some cases, the trust or company will have to be filed with the government. This is the most formal and bureaucratic way to process closure an LLP business, but it’s the only way most countries recommend.

The Shareholder Meeting

If the owners of the corporation have a shareholders meeting, then the closing of the corporation is at the shareholders meeting. This is the meeting where the members of the general stockholders meeting vote on how to close the company. The members of the general stockholders meeting could be the owners themselves, or someone else.

The important thing is that they vote on how to close the company. The shareholders meeting is just as important as the closing of an LLP business. The reason being that the shareholders are the ones who own the shares of the company. They are the ones who decide how the business is run. The members of the general stockholders meeting could be the owners themselves, or someone else.

The important thing is that they vote on how to close the company. The closing of the share ownership meeting is just as important as the other closing mechanisms. The members of the general stockholders meeting could be the owners themselves, or someone else. The important thing is that they vote on how to close the company.

The Final Closing

After the members of the board of directors have approved the closing, they’ll sign a closing agreement. The closing agreement is a legal document that spells out all the terms and conditions of the closing and how the assets will be distributed. This is the one that’s signed by all the key players involved in the closing. You can find a sample closing agreement in the PDF below. This is often the same document that gets filed with the government.

The Stock Certificate Deed

This is usually used when the owner of the company is a trust or a company that’s managed by a foundation. The trust or company will issue stock certificates to the original owners of the company. When that company goes out of business, the Foundation that manages it will sell the stock certificates to the general public. This is the most bureaucratic way to close LLP online.

The Tax Letter

This is usually used when the original owners of the company are individuals. The IRS will send a tax letter to each original owner of the company. In that letter, the IRS will tell the owners how much their shares are worth. This closing mechanism is almost as bureaucratic as the ones above.

Other Ways to Close an LLP Business

You can also end an LLP using cash. When the money comes in, just cash it out and forget about it. That’s what the members of the board of directors should do, too. This mechanism is often used by businesses that want to keep their ownership structure but who want to avoid the extra legal steps of a trust or company.

Steps to Close an LLP

Pass a Resolution – Once you’ve decided to end an LLP in India, you’ll need to get at least 3/4ths of the partners to sign a resolution.
Form 1 Filings – Within 30 days of a resolution being passed, you must file Form 1 together with a copy of the resolution.
Make a Debt Declaration-In the third phase, the LLP must declare that it has no debt liabilities or, if it does, that it has adequate funds to pay them within one year of the start of the winding up process. The majority of the partners have prepared it
Form 4 and Asset Values- In the fourth phase, an affidavit, coupled with the forms and a declaration stating that the winding up is not being done to defraud anyone, form no.4 and a report of the worth of the LLP’s assets, was sent to the registrar within 15 days of the resolution. You can read about the LLP’s Annual Compliance, which contained these Forms
Obtain the Creditors’ Consent- If you have creditors in your Limited Liability Partnership, you must acquire their agreement in the fifth step, which must be approved by at least 2/3 of the unpaid creditors.
Filings and Liquidator Appointment- File the creditors’ consent with the necessary deadlines. Within 14 days of the gaining creditor’s authorisation, you must also place an advertisement in the local newspaper.
If the LLP’s liabilities and assets increase, a liquidator must be appointed, and a liquidator’s statement in Form 6 must be issued.
The LLP’s Accounts are finalised- You must prepare the finalisation of the accounts and submit it with the form 9 in the sixth phase. All of the formalities have been fulfilled once Form 9 has been filed.

Filing LLP Form 24

Closing a Limited Liability Partnership (LLP) involves a specific process and the submission of necessary documents. One of the key steps in the closure process is filing LLP Form 24. In this article, we will discuss the process of closing an LLP, the documents required, and the procedure to file an LLP Form 24.

Process of Closure of LLP

Closing an LLP requires following a specific process. Here are the steps you need to take:

Cease Commercial Activity: LLPs that have never commenced business or have ceased all commercial activity are eligible to file LLP Form 24. This step ensures that the LLP is no longer engaged in any business operations.
Prepare Documents: Gather all the necessary documents required for LLP closure. These documents will be submitted along with LLP Form 24.
File LLP Form 24: Submit LLP Form 24 to the Registrar of Companies (RoC). This form is used to apply for striking off the name of the LLP from the register. It is important to fill out the form accurately and provide all the required information.
Publication of Notice: After filing LLP Form 24, a notice regarding the closure of the LLP must be published in a newspaper. This notice should be published in English and in a vernacular language of the state where the LLP is registered.
Objections and Striking Off: Once the notice is published, there is a waiting period during which any person can raise objections to the closure. If no objections are received, the Registrar may strike off the name of the LLP from the register.

Documents Required to Close an LLP

To close an LLP, certain documents need to be submitted along with LLP Form 24. The specific documents may vary depending on the jurisdiction and requirements of the Registrar. Here are some common documents that are typically required:

Duly Filled LLP Form 24: This form is the primary document for applying for the closure of an LLP.
Copy of LLP Agreement: A copy of the LLP agreement should be submitted to the Registrar. This document outlines the rights, duties, and obligations of the partners.
Statement of Assets and Liabilities: A statement of assets and liabilities of the LLP must be prepared and submitted. This document provides an overview of the financial position of the LLP at the time of closure.
Consent of Partners: The consent of all partners of the LLP is required for closure. This ensures that all partners are in agreement with the decision to close the LLP.
Declaration by Partners: Partners may be required to provide a declaration stating that all the liabilities of the LLP have been settled or adequately provided for. This declaration affirms that the LLP is not left with any outstanding obligations.

Procedure to Close Limited Liability Partnership

Closing an LLP involves following a specific procedure. Here is a step-by-step guide to closing an LLP:

Cease Commercial Activity: Ensure that the LLP has either never commenced business or has ceased all commercial activity.
Prepare Documents: Gather all the necessary documents required for LLP closure, including LLP Form 24, LLP agreement, statement of assets and liabilities, consent of partners, and declaration by partners.
File LLP Form 24: Fill out LLP Form 24 accurately and submit it to the Registrar of Companies (RoC).
Publish Notice: Publish a notice regarding the closure of the LLP in a newspaper. The notice should be published in English and in the vernacular language of the state where the LLP is registered.
Objections and Striking Off: Wait for the objection period to pass. If no objections are received, the Registrar may strike off the name of the LLP from the register.

Conclusion

Laches, or delays in claiming a benefit, are a classic tax-law violation. If you have to wait a long time for a benefit, such as the death of a co-owner or the termination of an ownership interest, the IRS will consider that a business asset has been forgotten about and will later be demanded by creditors. To avoid this fate, it’s important to take steps before closing an LLP. You can use one of many closing mechanisms to close your business, including the ones highlighted above.

As you can see from the list above, there are many different methods you can use to close your business. Some of them are more complex than others, but all of them have their own benefits. The most important thing is to choose the method that best works for your business. If you have any queries reach out to Vakilsearch.

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FAQs

How much does it cost to close an LLP?

The cost of closing an LLP may vary depending on factors such as professional fees, publication costs, and government fees. It is advisable to consult with a professional or the Registrar for specific cost details.

Can we close LLP without annual filing?

LLPs are required to file annual returns and financial statements with the Registrar. It is advisable to ensure that all annual filings are up to date before applying to close an LLP.

How long does it take to close an LLP?

The time taken to close an LLP can vary depending on factors such as the workload of the Registrar and any objections raised during the closure process. It is advisable to consult with the Registrar for an estimate of the timeline.

What documents are required for LLP closure?

Some of the common documents required for LLP closure include LLP Form 24, LLP agreement, statement of assets and liabilities, consent of partners, and declaration by partners.