An LLP can apply for closure if it hasn’t started
business or hasn’t carried out any commercial activity
for the past one year. To proceed, all partners must
agree and give their mutual consent to file the closure application.
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To close an LLP, it must be inactive for at least 1 year and have no assets. A resolution must be passed and filed with the ROC within 30 days. A statement of accounts (within 30 days of closure) and a no-debt declaration by most partners is also required.
All partners must give consent, submit affidavits, and file any pending returns. If these steps are completed quickly, the LLP closure process can take around 2 months.
To legally close an LLP, the following conditions must be met:
The LLP must be inactive since incorporation or not have carried on any business for at least one year.
All partners must give their written consent to close the LLP.
The LLP must have no assets or liabilities at the time of applying for closure.
The LLP must either be debt-free or capable of repaying all debts if any exist.
Form 24 must be filed with the Registrar of Companies (ROC) to initiate the closure process.
Step 1: Pass a Closure Resolution
All or at least 75% of the partners must agree and pass a special resolution to dissolve the LLP.
Step 2: File Form 1
Submit Form 1 to the Ministry of Corporate Affairs (MCA) within 30 days of the resolution, attaching a copy of it.
Step 3: Declare No Debts
At least two partners must declare that the LLP has no debts, or if any exist, they’ll be cleared within one year.
Step 4: Submit Form 4 & Asset Valuation
File Form 4 with a valuation report and a statement that the closure isn’t intended to defraud.
Step 5: Get Creditor Approval
At least two-thirds of creditors must give written consent to proceed with closure.
Step 6: File Form 6
Publish an ad in a local newspaper within 14 days of creditor approval. If the LLP holds assets or liabilities, appoint a liquidator and file their details in Form 6.
Step 7: Final Filing with Form 9
Prepare and file the LLP’s final account statement along with Form 9 to complete the winding-up process.
MCA Notifies New Rules for Winding Up
3-Jun-2020: The Ministry of Corporate Affairs (MCA) has announced The Companies (Winding Up) Rules, 2020, effective from 1st April 2020. These rules aim to simplify the closure process for small companies without tribunal involvement. However, they apply only to specific types of companies listed under Section 361 of the Companies Act, 2013.
By filing Form 24 with the ROC, along with required declarations, affidavits, and supporting documents.
Non-operation for over a year, no assets or liabilities, or mutual decision by partners.
Yes, with the mutual consent of all partners and by following due process.
If the LLP has assets or liabilities, a liquidator manages settlement and distribution.
Generally 2–3 months, depending on document submission and government processing.
No, once closed through Form 24, an LLP cannot be reopened.
Yes, expert assistance ensures proper compliance and faster processing.
File Form 24 with affidavits, declarations, and accounts showing inactivity.
It must not have carried on business for at least a year and should have no assets or liabilities.
All designated partners must sign and give consent for closure.
A partner can exit through mutual agreement, documented in a supplementary LLP deed and by filing Form 4.
Form 24 is the application used to strike off an inactive LLP from MCA records.
A fine of ₹100 per day per form, with no cap, until the return is filed.