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CLOSURE OF LLP IN INDIA

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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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Closure of LLp in India

CLOSURE OF LLP IN INDIA

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.

CLOSURE OF LLP IN INDIA

Close inactive LLP Faster

01
In case your LLP has not started any business or operation or in case it started is not carrying the same as of now since past one year.
02
If the LLP Does not have any asset or liability and the bank account of the LLP was either not opened or if opened is closed now.
03
The designated partners shall give an affidavit and indemnity bond to settle any liability which may arise on LLP in future.
04
An application for closure needs to be filed with the ROC for declaring the LLP as defunct and for striking off its name from the register of LLP.
Close inactive LLP Faster

Close LLP Having Liability / Debt

01
The designated partners need to decide to close the LLP first and after that convene a meeting of creditors by giving them proper notice
02
The creditors shall decide about closure with at least 2/3 majority and an application for closure to be filed with NCLT
03
The official liquidator of the LLP shall be appointed who will dissolve the assets of LLP and deal with liabilities and file his report with NCLT
04
NCLT based on the merits of the case shall deliver its decision for closure of LLP and after that the same need to be conveyed to the ROC
Close LLP Having Liability / Debt

Closure of LLP By NCLT

01
In case the designated partners could not close the LLP due to their difference, an application for closure by NCLT may be filed
02
Where the number of partners is reduced below the statutory minimum of two partners for a period of more than six months
03
Where the LLP has not filed its annual return (form-11) or the statement (form-8) of accounts for five consecutive years,
04
If NCLT is satisfied that the LLP is acting against the interest of the sovereignty or integrity of India, security of the state or public order
Closure of LLP By NCLT

Stepwise Procedure for Closure of LLP in India

01

CLOSURE OF BANK ACCOUNT

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.

02

PREPARE A STATEMENT OF ACCOUNTS

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.

03

PARTNERS MEETING AND CONSENT

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.

04

DRAFTING OF AFFIDAVIT & INDEMNITY BOND

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.

05

DIGITAL SIGNATURE OF AT LEAST ONE DESIGNATED PARTNER

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.

06

APPLICATION FILING FOR CLOSURE OF LLP

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.

Why Close Limited Liability Partnership

01

FREE FROM COMPLIANCE BURDEN

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.

02

SAVE MONEY ON COMPLIANCE

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.

03

MOVE ON IN LIFE

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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