Compliances

Closure of Limited Liability partnership(LLP)

An LLP is required to file certain mandatory returns whether it does the business or not. Non- filing of due returns will attract penalties and prosecution under the LLP Act and the designated partners are liable to face the same action. Cessation of operation cannot be a reason for non-filing of returns; an LLP continues to exist until its formal closure. An LLP being a separate legal entity registered under law, it is mandatory to be closed as stipulated under the LLP Act.

An LLP fulfilling the following conditions can file an application for striking off its name from the Register of LLP.

• LLP should be inoperative from the date of incorporation OR inactive for a period of at least one year
• LLP should not have any assets / liabilities as on date of application.

The application for striking off the name should be submitted along with the required fee, consent of all partners, affidavits and indemnity by all designated partners, copy of the latest IT return and a Statement of Accounts not older than 30 days from the date of application certified by a Chartered Accountant.

A defunct LLP can make an application to the Registrar with the consent of all partners of the LLP for striking off its name from the register.

A defunct LLP refers to an LLP that has never started business or is not carrying any business for the immediate past one year and has no assets and liabilities.

Process for Closure of Defunct LLP

• Close of Business Operations
• The LLP should have closed its complete business operations
• Close of Bank Accounts
• Preparation of Closing Statement of Accounts
• LLP to prepare a Statement of Accounts of LLP at the date of application
• Application to ROC - LLP Form-24
• Partners of LLP to file application to Registrar along with an Indemnity and affidavit

Requirements

• LLP should not have started business after incorporation; OR
• LLP is not carrying any business for past one year; AND
• LLP has no assets and liabilities

LLP Documents Required

• PAN of LLP
• LLP Agreement by Partners
• Latest Income Tax Return (if any)
• Bank Account Closure Statement / Certificate
• Latest Statement of Accounts of LLP

Documents from Partners & Designated Partners

• PAN of Partners
• Aadhaar of Partners
• Latest Address Proof of Partners

An LLP which has never started business or is not carrying any business for the immediate past one year and has no assets and liabilities (Defunct LLP) can make an application to the Registrar for striking off its name from the register with the consent of all partners of the LLP

• Prepare Financial Statement
• Prepare Closure Documents
• Certification by Professional
• File Closure Documents
• Clarify ROC query regarding closing of LLP