A limited liability company that has not been operational for more than a year should apply to the Registrar of Companies for its closing.
For closing an LLP, a resolution has to be filed by directors of the company with the Registrar of Companies, within 30 days of its passing. Within 15 days of passing the resolution the statement of assets and liabilities after the closure of accounts, to the date of winding up of the LLP, attested by at least two partners must be submitted. A report of the valuation of company assets must be prepared. Once this has been done, the majority of partners need to make a declaration to the effect that the LLP has no debts or that it is in a position to pay all debts within a specified period, not exceeding one year from the date of winding up of the company.
While registering for a business, you have different options like LLP or Limited Liability Partnership. If you have registered your company as LLP, then you would be required to file mandatory returns whether it is doing business or not. In case you fail to file the returns, then the LLP will be subjected to penalties under the LLP Act, and the partners in the firm will be liable to the same penalties. Hence, filing returns becomes a mandatory act in the case of LLP.
So, if you are not planning to file the return and close the LLP for certain reasons, then it must be closed as per the LLP Act. Vakilsearch is a popular name when it comes to registration or closure of the LLP.
If you are willing to close the LLP, then it must meet the following conditions:
Moreover, there is detailed paperwork that needs to be done. The first thing that you need to do is to submit the application along with the required fees and affidavit along with consent from all partners of LLP. In addition, for the closure of LLP, you need to submit the IT return and a Statement of Accounts (of the last 30 days) from the date of application.
At this point, you must know that the closure of LLP can take up to two months, provided the partners are quick to complete the procedures involved.
To file an application for closure of LLP, the company has to fulfill the following conditions:
A special resolution has to be passed by all or ¾’thof the partners of the company, agreeing to dissolve the partnership.
Within 30 days of passing the resolution, form no.1 is filed with the Ministry of Corporate Affairs (MCA) with a copy of the resolution,
At least two members of the LLP have to declare that it has no debts or liabilities. Or if it does, it will be settled within one year from the commencement of winding up.
Form No. 4 along with a report of the value of LLP’s assets has to be submitted to the registrar within 15 days of filing the forms and a statement declaring that the LLP is not being closed to cheat anyone.
The next step is to acquire consent from the creditors of the LLP, to wind up the business. For this purpose, at least ⅔’rd of company creditors have to provide consent.
Within 14 days of receiving consent from creditors, an advertisement has to be filed in the local newspaper. In case if the LLP has assets or liabilities, a liquidator is appointed and his/her statement needs to be filed using form 6.
Prepare the LLP’s final account statement, and submit them along with form 9 to conclude all formalities.
Form 24 will be filed with the Registrar of Companies along with the declaration from the partners. In addition, you need to submit indemnity bonds and an affidavit stating that the information is true to the knowledge of all the partners.
The Registrar of Companies will publish a notice on its website stating the contents of the application, for a period of one month.
After one month, the Registrar of Companies will remove the LLP's name from the register and publish a notice in the Official Gazette, thereby legally closing/dissolving the LLP.
Partners need to submit the following documents in order to close the LLP:
If you are planning to close the LLP or Limited Liability Partnership, then you have to follow the process mentioned below:
In case you are unsure of the steps and process of closure of LLP, then you can connect with Vakilsearch for assistance. We have a team of qualified professionals who will help you with the same.
If the LLP fulfills the following condition, it can file an application for striking off its names from the register of LLP:
We execute legal work for over 1000 companies and LLPs every month, by leveraging our tech capabilities, and the expertise of our team of legal professionals. Come on board and experience the ease and convenience!
By handling all the paperwork, we ensure a seamless interactive process with the government. We provide clarity on the incorporation process to set realistic expectations.
With a team of over 300 experienced business advisors and legal professionals, you are just a phone call away from the best in legal services
Trusted by 400,000 clients and counting, including …