Publish: September 5, 2025
What are the conditions to apply for LLP closure?
Non-Operational Status
- The LLP must not be carrying on any business or commercial activity
- It should have remained inactive for a minimum period of one year
- The cessation of activity must be clearly stated and verifiable
- The LLP should not have any intention to resume operations
- A declaration of inactivity is required as part of the closure documents
No Liabilities or Assets
- The LLP must have no outstanding liabilities at the time of applying for closure
- All dues, taxes, and obligations must be cleared
- There should be no pending payments to creditors, vendors, or employees
- A Statement of Accounts showing nil assets and liabilities must be prepared
- The statement must be certified by a practicing Chartered Accountant
Consent of Partners
- All designated partners and ordinary partners must consent to the closure
- A resolution for applying for strike-off must be passed and documented
- Affidavits confirming agreement and indemnity must be signed by all partners
- The LLP Agreement should permit voluntary closure or be amended accordingly
- No objection from any partner is allowed during the closure process
Up-to-Date Filings
- The LLP must have filed all mandatory forms and returns with the Registrar
- Form 11 (Annual Return) and Form 8 (Statement of Accounts) should be submitted
- If applicable, the LLP must have filed its Income Tax Return
- The LLP should be fully compliant with the LLP Act and related rules
- Non-compliant LLPs must first regularize filings before applying for closure
No Ongoing Legal Proceedings
- The LLP should not be involved in any ongoing litigation or regulatory proceedings
- Any pending cases in courts or tribunals must be settled or withdrawn
- The Registrar may reject closure if such proceedings are identified
- A declaration confirming the absence of litigation must be submitted
- Partners must confirm that closure will not prejudice any third-party rights
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