LLP Winding Up

A Limited Liability Partnership (LLP), though widely chosen in India for its flexibility, separate legal identity, and limited liability benefits, may sometimes need to be closed due to business closure, inactivity, restructuring, or financial challenges. This process, known as LLP Winding Up or LLP Closure, is governed by the Limited Liability Partnership Act, 2008 and related rules, ensuring that assets are liquidated, liabilities settled, and the LLP’s name removed from the Registrar of Companies (ROC). LLP winding up can be done in two ways—Voluntary Winding Up, initiated by the partners, or Compulsory Winding Up, directed by a tribunal. The procedure involves filing prescribed forms with the ROC, clearing outstanding debts, and meeting statutory compliance requirements. At Aarthika Globcorp Solutions, we provide expert guidance and end-to-end support for LLP Closure in India, ensuring a smooth, compliant, and hassle-free exit for your business.

 

Documents Required
Process
  • LLP Agreement
  • Consent of all partners
  • Statement of accounts (not older than 30 days)
  • Affidavit and indemnity bond from partners
  • NOC from creditors (if any)
  • Copy of resolution for winding up
  • PAN Card of LLP
  • Income tax return acknowledgment (latest)
  • Form 24 and other prescribed ROC forms
  1. Pass a Resolution
  2. Prepare Statement of Accounts
  3. Obtain NOC from Creditors
  4. Prepare Affidavit & Indemnity Bond
  5. File Closure Forms – Submit Form 24
  6. Registrar’s Review
  7. Final Approval

It is mandatory to clear all debts and liabilities before winding up an LLP, or there must be an arrangement in place to settle them (like repayment plans).

The ROC form used for LLP closure is Form 24. This form is filed to notify the Registrar of Companies of the LLP winding-up resolution and later for strike-off after liquidation is complete.

All legal disputes must be resolved before applying for closure.

An LLP can be revived after winding up only if a winding-up order is set aside by the Tribunal or court before completion of the dissolution process. After official dissolution, revival is generally not possible.

Professional certification  is typically required for certain winding-up forms and procedures since a Liquidator appointed by the Tribunal handles asset liquidation, settlement of debts, and submission of final reports.

LLP partners can start a new LLP after winding up the old one, provided they follow the incorporation process for a new LLP.

A No Objection Certificate (NOC) from creditors is required if there are debts or liabilities related to the LLP.

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