Article explains Procedure for voluntary Winding Up of Limited Liability Partnership (LLP) and also provides format of  Draft Documents required for such voluntary Wind Up of LLP.

INTRODUCTION

An LLP being an artificial person which comes into existence through legal proceedings cannot die a natural death & hence can cease to exist Through Legal proceedings

Dissolution is an event wherein the name of LLP is removed from the register of LLP’s and the fact is notified. Dissolution puts an end to the existence of a LLP.

PROCEDURE

When partners decide amongst themselves to stop and close the LLP. LLPs can be wound-up in the following steps:

LLPs can be wound-up voluntarily by passing a resolution with the approval of at least 3/4th of the total number of partners. If the LLP has lenders, secured or unsecured, then the approval of the lenders would also be required for winding up of the LLP by adopting the following procedure

  1. Passing of Resolution ( Attached as an Annexure –A)
  2. Consent letter from designated partners. ( Attached as an Annexure –B)
  3. Approval of Creditors (NOC). ( Attached as an Annexure –C)
  4. Prepare a statement of Accounts . (Attached as an Annexure –D)
  5. Affidavit . (Attached as an Annexure –E)
  6.  Indemnity Bond. ( Attached as an Annexure –F)
  7. Application filing for closure of LLP. (Eform-24)

ANNEXURE_A

Certified True Copy of the resolution passed by the partners of …………….LLP in their meeting held on Saturday, 30th June, 2018 at 11.00 A.M. at the Registered office of the LLP situated at …………………………, New Delhi-110060.

CLOSURE OF LLP 

“RESOLVED THAT pursuant to Rule 37(1)(b) of Limited Liability Partnership Rules, 2009, the consent of the partners be and hereby accorded to make an application to the Registrar of LLP, NCT of Delhi & Haryana for striking off name of the LLP from the Registrar of LLP.

RESOLVED FURTHER THAT Mr. ….. and Mr. ………, Designated Partners of the LLP be and are hereby authorized, severally or jointly, to make necessary application, sign and execute affidavits, indemnity bonds and all other necessary documents required for this purpose, and to do all other things necessary to give effect to this resolution.

RESOLVED FURTHER THAT the said Designated Partners be and are hereby further authorized to make, sign and submit the application in relevant form with the Registrar of LLP.”

Certified True Copy

For Aska …………………… LLP 

……………. …………..
(Designated Partner) (Designated Partner)
DPIN: 0…….. DPIN: 0…………….
Add: R-562, R Block, Add: House No. 3192, Lane 31,
New Rajinder Nagar, Amar House, Beadon Pura,
New Delhi 110060 Karol Bagh, Delhi -110005

ANNEXUREB

CONSENT LETTER

Date: 30th June, 2018

To

……………. LLP

R-482, New Rajinder Nagar,

New Delhi -110060

Sub: Consent to Apply to ROC for Striking Off the LLP. 

With respect to the subject matter cited above, I, ………………, Designated Partner ……………………. LLP give my consent that an application shall be moved to the Registrar of NCT of Delhi & Haryana to strike off the name of the LLP as it is not carrying any business and not intending to do any commercial activity in the future and that the LLP shall be wind up and the name of the LLP be struck off from the Register.

I further assure and undertake that there is no pending litigation, outstanding creditors and liability to pay off by way of Affidavit and Indemnity bond. In respect of loan outstanding Rs. 1,000, we have received NOC from the Creditor to Strike Off the LLP.

Thanking you,

Yours Faithfully

…………….

(Designated Partner)

DPIN: ………..

Add: House No. 3192, Lane 31,

Amar House, Beadon Pura,

Karol Bagh, Delhi -110005

 —————————- 

ANNEXURE-C

Date: 30th  June, 2018

To

………………………….. LLP

R-482, New Rajinder Nagar,

New Delhi -110060

Sub: NOC for Striking Off the LLP. 

I, …………………… the Designated Partner of ………………….. COTURE LLP(hereinafter called “LLP”) do hereby give my consent to strike off the name of LLP

Further, I hereby surrender my outstanding loan amounting Rs. 1,000 given to LLP.

Thanking you,

Yours Faithfully

………………..

(Designated Partner)

DPIN: …………………..

Add: R-562, R Block,

New Rajinder Nagar,

New Delhi 110060 

Download Format of ANNEXURE- D – Statement of Account 

ANNEXURE- E 

AFFIDAVIT 

I, ……………… the Designated Partner of ……………………… LLP  (hereinafter called “LLP”), incorporated on 8th June, 2016 under the Limited Liability Partnership Act, 2008 and having its Registered Office at R-482, New Rajinder Nagar , New Delhi 110060 do solemnly affirm and state as under:

  1. I, ……………………………. S/o Mr. …………….. having DPIN: …………., the Designated Partner of the LLP as stated above since 08th June, 2016.
  2. My present residential address is R-562,R Block, New Rajinder  Nagar, New Delhi 110060
  3. The LLP does not maintain any bank account as on date.
  4. I affirm that the LLP has the assets and liabilities amounting to Rs 11,000
  5. The LLP has been inoperative since incorporation as it could not find adequate business opportunities in the market.
  6. As on date, the LLP does not have any dues towards Income Tax/ Sales Tax /Central Excise/Banks and Financial Institutions or any other Central or State Government Departments/Authorities or any local authorities.
  7. There is no litigation pending against or involving the LLP.
  8. In case of any loss to any person or any valid claim and liability arising from any person after the striking off the name of the LLP from the Register of Companies, I, the Designated Partner of the LLP, undertake to indemnity any person for such losses, valid claim and liability and the indemnity bond to this effect is being submitted separately with the application Form.

I solemnly affirm that this declaration is true to the best of my knowledge and belief and that it conceals nothing and that no part of it is false.

Mr. …………………..

(Deponent)

Verification:-

I verify that the contents of this affidavit are true to the best of my knowledge and belief.

Place: Delhi

Date: 30th June, 2018

Mr. …………….

(Deponent) 

ANNEXURE- F

INDEMNITY BOND 

To,

The Registrar of Companies

NCT of Delhi & Haryana

4th Floor, IFCI Tower,

Nehru Place, New Delhi-110019

I, …………………the Designated Partner of  ………………….……….. ………… LLP incorporated on 08th June, 2016 under Limited Liability Partnership Act, 2008 having its Registered Office at R-482, New Rajinder Nagar, New Delhi-110060 do hereby declare that:

1. I, ……………….. S/o Mr. ……………………….. the Designated Partner of this LLP.

2. I have made an affidavit dated ______________duly sworn before notary public affirming that the ……………………….. LLP has assets and liabilities amounting to Rs 11,000

3. The LLP is not intending to do any business or commercial activity. Thus, the LLP is defunct and I request the Registrar of Companies, NCT of Delhi and Haryana to strike off the name of the LLP from the Register of Companies in terms of Rule 37(1)(b) of the Limited Liability Partnership Act, 2008.

4. In view of the above, I do hereby undertake in writing:

(a) To pay and settle all lawful claims arising in future after the striking off the name of the LLP.

(b) To indemnify any person for any such losses that may arise pursuant to striking off the name of the LLP.

(c) To settle all lawful claims and liabilities which have not come to our notice at this stage, even after the name of the LLP has been struck off in terms of Rule 37(1)(b) of the Limited Liability Partnership Act, 2008.

Place: Delhi                                                                       Signature:

Date:                                                                        Name:            ………… ..

Father’s Name: ………………..

Address:  ____________

Witnesses:

1. Name:

Father’s name:

Address:

Occupation:                                                                      Signature:

2. Name:

Father’s name:

Address:

Occupation:                                                                      Signature:

Author of this article is CS YOGESH GUPTA & can be reached at 7742681270 or csyogeshgupta@gmail.com

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CS YOGESH GUPTA is founder of Yogesh Gupta & Associates, Company Secretaries & Co- founder of IURIS Consultants LLP & E & A Consultants LLP and Corporate & IPR Law Professionals. He is a Commerce Graduate and an Associate Member of the Institute of Company Secretaries of India ( View Full Profile

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3 Comments

  1. Megha Munjal says:

    I have filed Form 24 with all the above relevant attachments. But that form is sent for re-submission with the remarks “Not attach inspection/inquiry pending.” If you can provide solution, please revert back at the earliest. Thanks in advance.

  2. vaibhav says:

    Dear Yogesh, I want to close my LLP as it has not done any business since incorporation. Can I follow this procedure to do the same.

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