However, the closing of a Limited Liability Partnership is not an easy task as it involves the approval of designated partners to agree on the best alternative available for closing Limited Liability Partnership, without a unanimous decision it is impossible to do the closing of a Limited Liability Partnership.

Incase closure is because LLP is declared as defunct,

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

 e-Form 24 is required to be file for striking off the name of LLP under clause (b) of sub-rule 1 of Rule 37 of LLP Rules 2008.

Incase closure of limited liability partnership is due to Liability/debt

1. The designated partners need to decide to close the LLP first and after convening a meeting of creditors by giving them proper notice
2. The creditors shall decide about closure with at least 2/3 majority and an application for closure to be filed with NCLT
3. The official liquidator of the LLP shall appoint who will dissolve the assets of LLP and deal with liabilities and file his report with NCLT
4. NCLT based on the merits of the case shall deliver its decision for the closure of LLP and the same need to inform to the ROC

Incase closure of LLP by NCLT

1. In case the designated partners could not close the LLP due to their difference, an application for closure by NCLT maybe file.
2. Where the number of partners reduced below the statutory minimum of two partners for more than six months.
3. Where the LLP has not filed its annual return (form-11) or the statement (form-8) of accounts for five consecutive years,
4. If NCLT is satisfied that the LLP is acting against the interest of the sovereignty or integrity of India, the security of the state or public order.

How to apply

Winding up of LLP

1. Section 63, 64, and 65 of the LLP Act 2008 governs the process for winding up of the LLP. It is the process where all the assets of the business are disposed of to meet the liabilities of the same and surplus any, is distributed among the owners. The LLP Act 2008 provides the following two modes for winding up the LLP :

1. Voluntary winding up
2. Compulsory winding up

How can Legalo help you?

Winding up must be done after taking up a unanimous decision and must be thought over because of its numerous difficult compliances. Still, need help? Our diligent team will provide you legal assistance, contact us here to see how we can help you.