Closure of LLP

What is LLP Closure?

A Limited Liability Partnership (LLP) is a legally recognized business entity formed under the LLP Act, 2008, where each partner's liability is limited to their capital contribution.

However, an LLP may need to shut down due to non-operation, financial constraints, or business restructuring. The closure of an LLP involves striking off its name from the MCA register, ensuring it no longer has legal or financial obligations.

Key Reasons for Closing an LLP:

  • The LLP has not started operations within one year of incorporation.
  • The LLP has been inactive (no business transactions) for at least one year.
  • The partners mutually decide to dissolve the LLP.

Calzone ensures a smooth and legally compliant LLP closure process, handling all documentation and filings with the MCA.

Step-by-Step Process to Close an LLP

  • Step 1: Obtain Partner Approval
    • Pass a special resolution in a partner's meeting, approving the LLP closure.
    • Obtain consent from all partners for the strike-off.
  • Step 2: File Form 1 with MCA
    • Submit Form 1 within 30 days of passing the special resolution.
  • Step 3: Debt Clearance Declaration
    • At least two designated partners must declare that:
    • The LLP has no outstanding debts OR
    • The LLP will clear all debts within one year.
  • Step 4: File Form 4 & Submit Financial Report
    • File Form 4 along with a report detailing the LLP's assets & liabilities.
    • Submit a declaration stating the LLP closure is not intended to defraud anyone.
  • Step 5: Obtain Creditor Consent
    • Secure written consent from at least two-thirds of LLP creditors.
  • Step 6: Appoint a Liquidator
    • Appoint a liquidator to finalize the LLP's financials.
    • Obtain a liquidator's statement and file Form 6 with MCA within 14 days.
  • Step 7: Finalize LLP Accounts
    • Prepare final financial statements.
    • Submit Form 9 to the MCA.
  • Step 8: File Form 24 for LLP Closure
    • File Form 24 with the Registrar, along with all required documents.
  • Step 9: ROC Publishes Notice of LLP Closure
    • The ROC publishes a closure notice on the MCA website for one month.
  • Step 10: LLP Name is Struck Off & Closure is Finalized
    • If no objections arise, the Registrar removes the LLP's name from the register.
    • A closure notice is published in the Official Gazette, legally closing the LLP.

Calzone ensures a fast, hassle-free LLP closure, handling all MCA & ROC filings.

Documents Required for LLP Closure

As per Rule 37 of the LLP Amendment Rules, 2017, Form 24 must be submitted along with:

Financial Statements & Declarations

  • Statement of Accounts (certified by a Chartered Accountant) showing zero assets & liabilities, not older than 30 days from filing.
  • Affidavit signed by designated partners confirming:
  • The LLP never commenced business OR ceased operations from a specific date.
  • The LLP has no liabilities and will indemnify any future liabilities.
  • The LLP never opened a bank account OR has closed it (attach bank closure statement).
  • Income Tax Return acknowledgment, if the LLP filed any tax returns.
  • Copy of Initial LLP Agreement (if not filed previously).

Partner & Business Identification Proof

  • PAN card of all partners.
  • Aadhaar card of all partners.
  • Latest address proof of all partners.

Calzone ensures all required documents are correctly filed to avoid MCA rejections or delays.

Conditions for Closing an LLP

Before filing for LLP closure, the following conditions must be met:

  • The LLP must have been inactive for at least one year OR never commenced operations.
  • All financial obligations must be cleared before applying for strike-off.
  • Consent from all partners is mandatory.
  • All overdue ROC filings (Form 8 & Form 11) must be completed up to the last active financial year.

Calzone ensures all pre-closure compliance requirements are met before submitting Form 24.

Why Choose Calzone for LLP Closure?

  • End-to-End Legal Support - We handle Form 1, Form 4, Form 24 filings and manage ROC & MCA approvals.
  • Hassle-Free Documentation - We assist in drafting affidavits, partner consents, and financial statements.
  • Expert Advisory - Our team of Chartered Accountants & Legal Professionals ensures compliance.
  • Affordable & Transparent Pricing - No hidden fees—just fast & reliable service.

Need to close your LLP? Contact Calzone today for expert assistance!

Frequently Asked Questions (FAQs)

The LLP closure process typically takes 3-6 months, depending on MCA approvals.

No. The LLP must clear all liabilities before closure, or it won’t be approved by the MCA.

The LLP must file overdue Form 8 & Form 11 before applying for strike-off.

Once the ROC strikes off an LLP, it cannot be revived, unless ordered by the National Company Law Tribunal (NCLT).

We handle document preparation, ROC filings, tax clearances, and partner resolutions to ensure a smooth closure process.
 
     
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