Closure of LLP

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Closure of LLP in India

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 for declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s.

For closing an LLP, a resolution has to be filed by directors of the company with the Registrar of Companies, within 30 days of its passing. Within15 days of passing the resolution the statement of asset and liabilities after the closure of account, to the date of winding up of the LLP, attested by at least two partners must be submitted. A report of the valuation of company assets must be prepared. Once this has been done, the majority of partners need to make a declaration to the effect that the LLP has no debts or that it is a position to pay all debts within a specified period, not exceeding one year from the date of winding up of the company.

General conditions for closure of an LLP

If you are willing to close the LLP, then it must meet the following conditions:

  • The LLP should be inactive for a period of at least 1 year, or it should be inoperative from the date of establishment.
  • The second condition is that LLP should not have any assets on the date of application.
  • Or any other genuine reason justified by the authority.

Moreover, there is detailed paperwork that needs to be done. The first thing that you need to do is to submit the application along with the required fees and affidavit along with consent from all partners of LLP. In addition, for the closure of LLP, you need to submit the IT return and a statement of Account (of the last 30 days) from the date of application.

At this point, you must know that the closure of LLP can take up two months, provided the partners are quick to complete the procedures involved.

Detail process for closure of an LLP

Step 1: Resolution

A special resolution has to be passed by all or 3/4th of the partners of the company, agreeing to dissolve the partnership.


Step 2: Form No. 1

Within 30 days of passing the resolution, from no. 1 is filed with the Ministry of Corporate Affairs(MCA) with a copy of the resolution,

Step 3: No Debt Declaration

At least two members of the LLP have to declare that it has no debts or liabilities. Or if it does, it will be settled within one year from the commencement of winding up.

Step 4: Form 4 and Value of Assets

Form No. 4 along with a report of the value of LLP’s assets has to be submitted to the registrar within 15 days of filling the forms and a statement declaring that the LLP is no being closed to cheat anyone.

Step 5: Creditor Consent

The next step is to acquire consent from the creditors of the LLP , to wind up the business .For this  purpose, at least 2/3rd of company creditors have to provide consent.

Step 6: Filling Form 6

Within 14 days of receiving consent from creditors, an advertisement has to be filed in the local newspaper. In case of if the LLP has assets or liabilities, a liquidator is appointed and his/her statement needs to be filed using form 6.

Step 7: Filling Form 9

Prepare the LLP’s final account statement, and submit them along with form 0 to conclude all formalities.

Removal of LLP’s Name

After one month, the Registrar of Companies will remove the LLP’s name from the register and publish a notice in the Official Gazette, thereby legally closing/dissolving the LLP closure documents format.

Documents required

  • LLP Details & LLP Agreement
  • Pan Card of Partners
  • Aadhaar Card of Partners
  • Latest Address Proof of Partners
  • Consent letters

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