Closure of LLP
A Limited Liability Partnership (LLP) is a popular business structure due to its flexibility and limited liability benefits. However, when the business becomes inactive or partners decide to discontinue operations, it is important to legally close the LLP. Closure ensures that there are no future compliance requirements or penalties.
We Provide Tailored LLP Closure Solutions
Requirements and Eligibility Criteria for LLP Closure
- An LLP can apply for closure if:
- No business activity is carried out for at least 1 year
- No Assests & liabilities exist (all debts are cleared)
- All statutory filings are completed up to date (Form 8 and Form 11)
- Bank accounts are closed
- All partners must consent to dissolution
Documentation Needed for LLP Closure
- LLP Agreement
- Consent of all partners
- Affidavit & Indemnity Bond signed by designated partners
- Statement of Accounts (certified by CA, not older than 30 days)
- Income Tax Return filing acknowledgment
- Copy of PAN of LLP
- Bank account closure proof
- other supporting documents
Frequently Asked Questions
An LLP can apply for closure if it has not carried on any business or commercial operations for at least one continuous year.
Yes. Even if the LLP never commenced operations since its incorporation, it is eligible for strike-off once one year has passed since its registration date.
No. The LLP must have nil assets and nil liabilities as of the date of application. All creditors must be paid off before filing.
Yes, unanimous consent from all partners is mandatory to proceed with a voluntary strike-off.
The application for striking off the name is filed using LLP Form 24.
No. All overdue annual returns (Form 8 and Form 11) must be filed up to the end of the financial year in which the LLP ceased its commercial operations.
The CA-certified Statement of Accounts (showing nil assets/liabilities) must be dated no more than 30 days before the date you file Form 24.
Yes. You must formally close all bank accounts in the name of the LLP and obtain a closure certificate or letter from the bank as proof.
If the LLP was operational, a copy of the latest ITR acknowledgment must be attached. If it never commenced business, ITR filing is typically not required for the application.
Designated partners must submit a notarized affidavit declaring the business has ceased and an indemnity bond promising to personally settle any future liabilities that may arise after closure.
The LLP remains active in government records, and penalties for non-filing accrue at ₹100 per day per form, with no maximum limit.
Yes. The ROC has the power to initiate a “Suo Moto” strike-off if the LLP has been inactive for two or more years, though this does not automatically clear existing penalties.
It typically takes 3 to 6 months. This includes a 30-day public notice period where the ROC invites objections before final dissolution.
Yes. An application for restoration can be made to the National Company Law Tribunal (NCLT) within a specific timeframe (generally up to 20 years for companies, while some provisions allow 5 years for LLPs) if there is a valid reason.
Advantages of LLP Closure
- Avoids future penalties and compliance burden
- Legal closure of business entity
- No requirement to file annual returns after closure
- Prevents accumulation of late fees
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