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Conditions for Closing an LLP

♦ LLP should be inoperative from the date of incorporation or inactive for a period of at least one year

♦ LLP should not have any assets/liabilities as on date of application.

Procedure to close an LLP

An application is required to be made in E-Form 24 to Registrar of Companies for striking off the name of the LLP under clause (b) of sub rule 1 of rule 37 of LLP Rules 2009 with the consent of all partners.

In case the LLP wants to close down its business or where it is not carrying on any business operations for the period of one year or more, it can make an application to the Registrar of Companies for declaring the company as defunct and removing the name of the LLP from its register of LLP’s.

Requirements & Documents to Close an LLP

  • Copy of Detailed Application – Mention full details of LLP and reasons for closure along with below attachments:
    • Statement of Assets & Liabilities certified by Chartered Accountant,
    • Copy of resolution showing authorization to make application to strike off the name of the LLP to ROC (authorising one on behalf of all partners) – Duly signed by all the partners.
    • consent letters from all the partners,
    • Indemnity bond for striking off the name from all the partners.
  • A statement of account showing zero assets and liabilities made to till date not earlier than thirty days of the date of filling certified by a chartered accountant should be provided.
  • Copy of Authority to make the Application – Duly signed by all the partners
  • All the partners should have provided consent letters for filling the application.
  • An Indemnity bond (Rs.100 Stamp Paper) signed by all the designated partners
  • Board Resolution for striking off the name of LLP from Register of LLPs, Declaration for loans & deposits that the LLP has no liability or payment due to all the creditors and Partners will indemnify if any claim arises.
  • The LLP must not own an active Bank account. In case the Bank account was opened, the account must be closed and a statement or certificate from the bank saying the closure of Bank account to be provided.
  • An affidavit (Rs.10 or Rs.20 Stamp Paper) & Indemnity bond (Rs.100 Stamp Paper) signed  by all the designated partners.
  • Copy of the latest Income Tax Return filed by the LLP, if the LLP is maintaining any business and has filed some returns.
  • LLP agreement by the partners.
  • E-Form LLP 24 to be signed by the authorised partner with required attachments and Prescribed Fees of Rs.500.

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