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How to close a Limited Liability Partnership (LLP) or procedure for striking off of LLP in the record of Registrar of companies.

In case a LLP intends to close its business or operation as it is not carrying on any business or operation or not intended to do any business or operation is future, it can file an application for closure to Registrar of Companies.

As Rule 37(1)(b) of Limited Liability Partnership rules, 2009, LLP can Suo Moto file an application with the consent of all partners to strike off its name from the Register of Registrar of Companies, if LLP is “not carrying on any business or operation for a period of one year or more”.

Note:- LLP not older than one year cannot file Suo Moto application for strike off.

Pre-conditions need to be fulfilled before going for a strike-off​.

  • LLP agreement should be filed in form-3.
  • Annual compliances/returns (LLP-8 and LLP-11) should be completed up to the end of the financial year LLP was carrying on business or operation.
  • LLP is inoperative since incorporation or not carrying on any business or operation for a period of one year or more.
  • LLP should not have any assets or liabilities at the time of applying closure.
  • Bank account of LLP if opened needs to be close.

Note: In general an LLP cannot apply its closure unless an LLP agreement has been filed with the registrar, however In case of LLP has not commenced business or commercial operation since its incorporation intends to apply closure can initiate the application without the filing of LLP agreement but need to attach “LLP agreement prepared but not filed” in form -24

Click Here to download MCA vide Notification No. G.S.R. 470(E) on Tuesday, 16th May 2017 notified Limited Liability Partnership (Amendment) Rules, 2017 which shall come into force with effect from 20th May 2017.

How to apply and what documents are required to go for Suo Moto closure of LLP? How to apply (Process):-

How to file an application:-

As per Rule 37(1)(b) of Limited Liability Partnership rules, 2009, an application is required to be file in form-24 with the concerned Registrar of Companies with the consent of all partners for striking off the name of LLP.

What documents are required:-

  1. Copy of application
  2. Copy of authorization to make the application duly signed by all partners
  3. Copy of consent of all partners
  4. Copy of consent of all creditors
  5. Copy of acknowledgment of latest Income tax return
  6. Copy of affidavit of all partners
  7. Copy of the undertaking/ indemnity bond for striking off
  8. Copy of statement of assets and liabilities duly certified as true and correct by auditor/chartered accountant in practice.

Note: statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application.

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Thanks 

CS Aarti Kumari,

(ACS, M. Com.)

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