A business may be required to be closed due to various reasons, like non-operation, closure of business, recurring losses, the passing of the key managerial person, the dispute among promoters, un-ability to pay debts of the LLP, etc. Closing or winding up of an LLP is a challenging task, where the designated partners and all partners must first decide on the best method available under the LLP Act, 2008 to wind up the LLP.


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Winding up or closing a limited liability partnership (LLP) company in India is to be made strictly as per the provisions given in the Sections 63-65 of the Indian LLP Act of 2008. Again, this winding up of an LLP may be voluntarily or compulsorily (by a Tribunal or Court).


  • The LLP desires to be wound up
  • Absence of the minimum number of prescribed partners (which is Two) for over Six months.
  • The LLP is unable to pay off its debts, or is at the brink of getting bankrupt.
  • Failure of the LLP in filing the Statement of Accounts and Solvency or the Annual Returns with the Registrar for any Five consecutive Financial Years.
  • The LLP being against the integrity and sovereignty of India, or the security of State or Public Order.
  • Rigorous order of a tribunal that the LLP must be wound up based on the specified just and equitable reasons.


What are the Documents required for Closure of LLP ?



  • A Board Resolution in favor of winding up
  • Consent Letter of the Creditors
  • Report regarding the current valuation of the assets of the LLP, by a recognized Valuer
  • Indemnity Bond
  • Statement of Assets, Liabilities, Debts, etc. of the LLP at the time of closure
  • Statement of Accounts
  • Affidavits from the Designated Partners


What is the process for Closure of LLP?

  • The LLP must pass a resolution in favor of its winding up with approval of at least 3/4th of its total number of partners. This resolution should also be supported by at least 2/3rd of its creditors in value.
  • Within 15 days of passing such a resolution a declaration in an affidavit duly signed by the majority of the designated partners of the LLP, should be submitted to the Registrar. This declaration must clarify that the LLP has no debts, or if there are some debts, the LLP is able to pay off those in full through sale of its assets, in a maximum of one year period, counted from the date of the commencement of winding up. A copy of the resolution for winding up is to be submitted to the Registrar within 30 Days of passing the same.
  • Within Two Weeks of the receipt of the consent of sufficient creditors in favor of the resolution of winding up, the LLP is required to advertise its notice of resolution in a newspaper which is widely read in the region where the registered office of the LLP is located.
  • Within 30 days of receiving creditors’ consent, the designated partners are then required to appoint a Liquidator to carry out the necessary processes of winding up, along with maintaining proper books of accounts. Then, the Liquidator is required to submit the report together with the resolution to the Registrar, and file an application for winding up to the Tribunal. Submission of other documents mentioned above, is also to be made.
  • In case the Tribunal gets satisfied with the processing of winding up and necessary accounts, then it will pass the permission for dissolution of the LLP. Then, the liquidator needs to file the order of Tribunal with the Registrar along with an application requesting winding up. Finally, the Registrar will publish a notice in the Official Gazette regarding the dissolution of the said LLP.


The approved name of LLP shall be valid for a period of 3 months from the date of approval.

No. One of the requisite of an LLP is to carry on business for profit.

All tangible as well intangible property vested in the firm, all assets, interests, rights, privileges, liabilities, obligations relating to the firm and the whole of the undertaking of the firm shall be transferred to and shall vest in the LLP without further assurance, act or deed.

If the LLP has a turnover of Rs.40 lakhs or more and/or has a capital contribution of Rs.25 lakhs or more, the financial statements should be audited.

Every LLP is required to maintain annual accounts reflecting true and fair view of its state of affairs. A statement off accounts and solvency shall be filed by every LLP with the registrar of LLP every year.

The accumulated loss and unabsorbed depreciation of firm is deemed to be loss/depreciation of the successor LLP for the previous year in which conversion was effected. Thus such loss can be carried for further eight years in the hands of the successor LLP.


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