Summary: Before closing a Limited Liability Partnership (LLP), certain pre-conditions must be met. LLPs must file overdue Form 8 and Form 11 returns up to the financial year in which business ceased. Similarly, the income tax return must be filed until the last active financial year. The LLP should not have conducted any commercial transactions in the preceding year, and all assets and liabilities must be settled before applying for closure. Additionally, all bank accounts must be closed, and the LLP agreement should be filed with the Registrar of Companies (ROC). Required documents include a CA-certified Statement of Account (not older than 30 days), a bank closure certificate, a copy of the last income tax return, PAN copies of partners, a notarized indemnity bond and affidavit, and a declaration confirming no pending loans or legal disputes. The closure process involves multiple steps. First, a resolution must be passed by designated partners, followed by obtaining all partners’ consent. Bank accounts must be closed, with proof of closure. A notarized affidavit and declaration confirming the LLP’s cessation and absence of liabilities must be prepared. Pending documents, including overdue filings and the LLP agreement, must be submitted before applying. A CA must certify that the LLP has no assets or liabilities within 30 days of filing Form 24. Once all conditions are met, Form 24 is filed with the MCA, and upon approval, the ROC publishes a notice announcing the LLP’s strike-off.
Pre-Conditions Before Closure of LLP:
1. LLP shall file overdue returns in Form 8 and Form 11 up to the end of the financial year in which it ceased to carry on its business or commercial operations before filing Form 24
2. LLP shall file Income Tax return upto the year in which it carries on business or commercial activities LLP shall ensure that there is no business or commercial transactions in preceding 1 year; All assets and liability should be paid before making an application
3. Close all its bank accounts before filing application;
4. It ensure that the Agreement has been filled with the REGISTRAR OF COMPANIES/CRC
Documentation for Closure of LLP:
1. SOA (Statement of account) It should not be older than 30 days. It should be certified by CA. In SOA, assets or liability should not be pending.
2. Bank closure certificate
3. Copy of last income tax return Copy of PAN Partners ( Identity & address proof) Indeminity bond ( It should be notorised & witnessed) Notorised affidavit of all partners
4. Declaration for loans & deposit which should not be pending/No pending court case
Process for Closure of LLP
STEP 1: Firstly, you have to pass a designated partner resolution for the closure of LLP.
STEP 2: All partners will give consent for the closure of LLP
STEP 3: CLOSE BANK ACCOUNTS: For filing form – 24 the bank account should be closed which is open at the name of LLP and a letter evidence of closure must be obtained from the bank
STEP 4: PREPARE AFFIDAVIT & DECLARATION: All partners can jointly or separately complete an affidavit that the LLP ceased to carry on commercial activity from the date or has not commenced business at all. Also, LLP partner should declare that there is no liability of LLP even after the strike of the name from the register or closure of LLP after using form – 24
STEP 5: SUBMIT DOCUMENTS: ITR of LLP or LLP deed must be enclosed & a copy of acknowledgement should be attached with the application but in case, if LLP not filled ITR or business activity. Then, no need
STEP 6: FILE PENDING DOCUMENTS: If LLP agreement not filed with the MCA in 30 days of registration then it should be submit with any subsequent amendments also, any overdue returns in form 8 & 11 up to the end of financial year in which LLP ceased its business must be filed with form -24.LLP discontinued its revenue generating activities from the date of cessation & any transactions after the date which does not contribute to revenue generating business.
STEP 6: CERTIFY BY CA: After the document ready as per the form – 24, a statement of account which indicates that there is no assets or liabilities and certify by CA with 30 days from the date of form- 24.
STEP 7: FILE FORM 24: Now you can download form – 24 filed with MCA to request the striking off of LLP name. If the application is approved then the ROC will publish a notice on the MCA website for announcing the strike-off of LLP.
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