LLP Winding Up in India | Close Inactive LLP Company in India 100% Easy Online Process & Pan India Service
The LLP being is a creation of law; it can be closed by the procedures established by law only. An LLP which has never started business or is not carrying any business for the immediate past one year and has no assets and liabilities (Defunct LLP) can make an application to the Registrar for striking off its name from the register with the consent of all partners of the LLP
Our Package for Striking off an Inactive LLP start @ ₹10,999
Overview - Closure of inactive or Defunct LLP
Striking off the name of defunct Limited Liability Partnership (LLP) is the simplest way to close the LLP with no assets and no liabilities. In this method, designated partners are need to first settle the accounts of LLP by selling the assets, if any and pay off the liabilities, if any. Based on nil assets and liabilities and based on no objections from the general public, Registrar will close the LLP. It is pertinent to note that strike off is not the legal end of the LLP just like winding up. Designated partners have to file Indemnity, for security of future liabilities, while making an application for strike off. In case any future liabilities or obligations arise, designated partners are personally liable for that which is not the case of winding up. So it is always advisable to first set off all kinds of liabilities, disputes etc. in order to save oneself from future liabilities.
Legal Provisions for closure of LLP or Strike off of an LLP
Rule 37 of the Limited Liability Rules, 2009 deals with the striking off name of Defunct LLP. Defunct means those LLPs which are not functioning or not operating. Hence, it is pre-requisite that LLP must be defunct for at least 1 year before applying for closure. It provides that “where a limited liability partnership is not carrying on any business or operation for a period of one year or more, such LLP can make an application to the Registrar, with the consent of all partners of the limited liability partnership for striking off its name from the register.
The 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.
Pricing for Striking Off an Inactive LLP (Form 24)
Required Documents for LLP closure
- Certificate of incorporation
- LLP Agreement
- Pan card
- Latest Income Tax Return (if any)
- Bank Account Closure Statement / Certificate
- Latest Statement of Accounts of LLP
- PAN of Partners
- Aadhaar of Partners
- Latest Address Proof of Partners – Bank Statement or any Utility bill
- Board of Resolution for LLP Closure
- Consent of all partner for closure
- statement of account duly certified by CA
- Ideminity bond from all partner
- Affidavit from all partners
- Authorisation letter dully signed by all partner
FAQs related to Strike off of LLP
The date of cessation of commercial operation is the date from which the Limited Liability Partnership ceased to carry on its revenue generating business and the transactions such as receipt of money from debtors or payment of money to creditors, subsequent to such cessation will not form part of revenue generating business.
As per LLP Amendment Rules, 2017, annual filing forms like form 8 and 11 is required to be filled up to the date of financial year in which LLP ceased to carry on business or operation. For e.g: LLP ceased the business on 31st August, 2021 then form 8 and 11 needs to filled for F.Y upto 2021-22.
As per LLP Amendment Rules, 2017, initial agreement is not filled and LLP is inoperative since incorporation then application for strike off is allowed if LLP Agreement is filled at the time of strike off but if LLP has commenced business and LLP Agreement is not filled then LLP must file LLP Agreement in form 3 before filing application for strike off.
As per LLP Amendment Rules, 2017, Income tax return is required to be filled up to the date of financial year in which LLP ceased to carry on its business or operation. If LLP is not commenced business since incorporation then filing of IT return is not required and LLP can directly apply for strike off.