As an LLP is a creation of law, it can be closed by procedures established by statute only. The reasons for closure could be many. However, the circumstances in which an LLP is being closed is what matters for the process which needs to be adopted.
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A business may be required to be closed due to various reasons, like non-operation, closure of business, recurring losses, the passing of the key managerial person, the dispute among promoters, un-ability to pay debts of the LLP, etc. Closing or winding up of an LLP is a challenging task, where the designated partners and all partners must first decide on the best method available under the LLP Act, 2008 to wind up the LLP. In case the LLP does not have liabilities or debts to pay it can be closed voluntarily by a unanimous decision of all the partners of the LLP and after that, an application can be filed with the registrar to strike down the name of LLP from its register. However, where the LLP have debts to pay, or there are creditors/liabilities, the LLP must approach National Company Law Tribunal for closure.
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The bank account if opened need to be closed before the procedure of closing the LLP can be started. The designated partners need to approach banker with a request for closure and obtain a closure certificate from the bank that the account maintained with them has been closed.
A statement of assets and liabilities need to be prepared and signed by the designated partners, which need to be certified by the auditors of the LLP or in case the LLP did not appoint an auditor any chartered accountant in practice.
Once the bank account of the LLP is closed and a statement of assets or liabilities is drawn and attested by the auditor or any other CA, the partners need to meet and decide on the closure of LLP. the decision for closure must be made as prescribed in the LLP agreement.
Once the partners have decided to close the LLP, an affidavit to the truthfulness of the information and documents which shall be filed with the ROC. Further, an indemnity bond to satisfy any future debt which may arise to the LLP after its closure is prepared, signed and attested.
DSC is the equivalent of physical or paper certificates in digital format. As the application for LLP closure is filed online with Digital Signatures of at least one designated partner. To obtain a class-2 digital signature for the partner a Photo, copy of ID and Address proof duly attested by the gazetted officer is to be submitted along with Form.
Finally, an application for closure of LLP is to be filed with necessary attachments duly signed and attested by the designated partner and a practising chartered accountant, or a company secretary or a cost and management accountant. The roc, if satisfied with the application, shall close the company within 90-120 days.
There are certain legal compliance which needs to be done even if the LLP does not do any business or which is inactive. There is no relaxation from filing TDS return under income tax even if there has not been any payment on which TDS was deducted, similarly, annual compliance like filing of ITR, Form 11 and Form 8 with the ROC is a must. Any failure on these aspects results into a heavy penalty. By closing an LLP which does not intend to do business, it is relieved of compliance burden.
As discussed in the previous point, even if LLP does not do business, it is required to file various returns under the law. There is a substantial cost regarding the professional fee for doing the listed compliances. In case a due date for the compliance is missed then there is an additional fee which is payable at Rs. 100 for each day of delay. In these circumstances closing an inactive LLP is always a wise decision which will ultimately result in saving money in long term.
The decision of making an LLP always starts with the hope of making it big, but every thing planned need not to meet the same fate. Business decisions can go wrong, Hence in case the plans are not going good, or the team which started the journey together does not seem to be in sync, its always better to conclude the LLP and move on in life. As it is created legally through an incorporation process as prescribed under the LLP Act, It can be concluded by following the procedures prescribed under the same.
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