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Winding up LLP

Need of Winding of LLP Services?

Winding of LLP Services Starting at Just Rs.5,499/- (Inclusive of all Govt. Fees).

Winding up LLP

Winding up is the process of selling all the assets of a business, paying off creditors, distributing any remaining assets to the partners or shareholders and then dissolving the business.

Reason to Close the LLP (Limited Liability Partnership) in India

Some Startups just started with the idea but after the testing their ideas there is no profitability so they want to close the LLP.

There is no business activity from the long time.

Partners are not willing to continue the business or partnership.



If the LLP is Registered for any specified project and its has been completed.

LLP has become bankrupt.

Only one partner are remain after the death of the partner and want to close the business.

Success is focusing the full power of all you are on what you have a burning desire to achieve.

Any LLP can close down its business by adopting two ways
1. Declaring the LLP as Defunct
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.

2. Winding up of LLP
Section 63, 64 and 65 of 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 off to meet the liabilities of the same and surplus any, is distributed among the owners.
The LLP Act 2008 provides for following two modes for winding up the LLP i.e.:
1. Voluntary winding up:
Under this, the partners may between themselves decide to stop and wound up the operations of the LLP.
2. Compulsory winding up: following are some reasons for compulsory winding up

  • if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal;
  • if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;
  • if the limited liability partnership is unable to pay its debts;
  • if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
  • if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or
  • if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.

  • 7 Major Steps to Close a LLP in India

    • Step 1 – Pass a Resolution
      Once you decide the Close a LLP in India then you have to pass a resolution by the at least 3/4th of the Partners.
    • Step 2 – Form 1 Filings
      After the passing a resolution you have to file form 1 with the resolution copy within the 30 days
    • Step 3 – Declaration of the Debt
      In the third step llp have to make a declaration that llp have no debt liability or if have any then it will be have sufficient amount so they can paid within the 1 year from the commencement of the winding up. Its has prepared by the majority of the partners (minimum 2).
    • Step 4 – Form 4 & Value of the Assets
      In the fourth step the above forms and affidavit has been submitted to the register within 15 days of the resolution along with the forms and a statement saying that such winding up is not being done to defraud anyone, form no .4 and a report of the value of the assets of the LLP
    • Step 5 – Obtain consent from the Creditors
      In the fifth step if you have the creditors in your llp then you have to obtain the consent from the creditors and it’s given by at least ⅔ of the unpaid creditors.
    • Step 6 – Filings and Appointment of Liquidator
      File the consent from the creditors with the appropriate timelines. You have to provide advertisement also in the local newspaper within 14 days from the receiving creditors consent.In case the LLP has liability increasing and assets the appointment of liquidator is required and a liquidator’s statement in form 6 needs to be filed.
    • Step 7 :- Finalization of the Accounts of LLP.
      You have to prepare the finalisation of the accounts and submit along with the form 9. So once form 9 has been filed, all the formalities has been completed.


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