Winding Up LLP

LLP or Limited Liability Partnership is a new form of business entity introduced in India through the LLP Act, 2008. LLP enjoys audit exemption, if the annual turnover of the LLP is less than Rs.40 lakhs and/or the capital contribution is less than Rs.25 lakhs. This feature has made LLP popular amongst many entrepreneurs. However, due to a number of reasons, it may be necessary to close a LLP or windup a LLP.

BASIC

iNR 10,299

Winding Up Form Preparation & Filing

Managing Winding Up Process

STANDARD

iNR 16,299

Winding Up Form Preparation & Filing

Managing Winding Up Process

DIN eKYC for Partners

DSC for Partners

PREMIUM

iNR 20,299

Winding Up Form Preparation & Filing

Managing Winding Up Process

DIN eKYC for Partners

DSC for Partners

1 Year NIL MCA & Tax Filing

LLP Winding up Overview

A LLP winding up can be initiated voluntarily or by a Tribunal. If a LLP is to initiate winding up voluntarily, then the LLP must pass a resolution to wind up the LLP with approval of at least three-fourths of the total number of Partners. If the LLP has lenders, secured or unsecured, then the approval of the lenders would also be required for winding up of the LLP.

Winding up of LLP by Tribunal

Winding up of LLP can be initiated by a Tribunal for the following reasons:

  1. The LLP wants to be wound up.
  2. There are less than two Partners in the LLP for a period of more than 6 months.
  3. The LLP is not in a position to pay its debts.
  4. The LLP has acted against the interests of the sovereignty and integrity of India, the security of State or public order.
  5. The LLP has not filed with the Registrar Statement of Accounts and Solvency or LLP Annual Returns for any five consecutive financial years.
  6. The Tribunal is of the opinion that it is just and equitable that the LLP should be wound up.

Winding Up of LLP Procedure

To begin the process for winding up of LLP, a resolution for winding up of LLP must be passed and filed with the Registrar within 30 days of passing of the resolution. On the date of passing of resolution of winding up of LLP, the voluntary winding up shall be deemed to commence.

Once, the resolution for winding up of LLP is filed with the Registrar, the majority of Partners (not less than two) shall make a declaration verified by an Affidavit to the effect that the LLP has no debt or that it will be in a position to pay its debts in full within a period, as mentioned in the declaration, but not exceeding one year from the date of commencement of winding up of LLP. Along with the Affidavit signed by the majority Partners, the following documents must be filed with the Registrar within 15 days of passing of the resolution for winding up of LLP:

  1. Statement of assets and liabilities for the period from last accounts closure to date of winding up of LLP attested by at least two Partners
  2. Report of valuation of the assets of the LLP prepared by a valuer, if there are any assets in the LLP.

Updated on 18/07/2021