Close the LLP using the most efficient and trustworthy method.

With KNAP Advisory, closing a LLP that has had no commercial operations since its incorporation or no transactions in the preceding two fiscal years, is no longer a difficult task.

Services Includes

  • Preparation of Assets & Liabilities Report as on Date
  • Preparation of Statutory Documents and resolutions
  • Preparation and filing of application to the ROC
  • Cancellation of PAN, TAN, GST etc of the LLP

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Winding up of LLP

An Overview - Winding up of LLP

A firm may be compelled to close for a variety of reasons, including as non-operation, business closure, recurring losses, the death of a key management, a dispute amongst promoters, or the LLP's failure to pay its obligations. Closing or winding up an LLP is a tough process, since the designated partners and all partners must first agree on the most suitable method of dissolution under the LLP Act, 2008.

If the LLP has no obligations or debts to pay, it can be voluntarily dissolved by a majority vote of all of its partners, followed by an application to the registrar to have its name removed from the register. However, if the LLP has outstanding debts or creditors/liabilities, it must file petition to the National Company Law Tribunal for dissolution.

By utilising a team of competent experts and Chartered Accountants, we guarantee complete client satisfaction and quick service delivery. KNAP Advisory India will shut your LLP upon permission from the ministry of corporate affairs and other necessary ministries.

Procedure for winding up of LLP in India

Listed below is a detailed procedure:

  • Adopt a resolution authorising the dissolution of the business with three-quarters of the total number of partners' consent.
  • Submit a copy of the Resolution on Form No. 1 to the registrar within thirty days.
  • A majority of designated partners must submit a statement of solvency on Form No. 2, supported by an affidavit declaring that the LLP is capable of paying its obligations or will be able to do so within one year of the beginning of winding up. The following must be included in declarations:

- Include a declaration indicating that the LLP was not founded with the goal to deceive any individual or individuals.

- Accompanied by a Form No. 4 Statement of Assets and Liabilities for the period ending on the day the accounts are produced, attested by two authorised partners.

- Accompanied by a valuer-prepared report of asset appraisal.

  • Within fifteen days after the passing of the resolution, the declaration must be filed with the registrar on Form No. 3.
  • Obtain approval from Creditors (Secured and Unsecured) for liquidation and send them a copy of the preceding statement, the amount owing to each creditor, and an offer of acceptance.
  • Creditors are required to offer their approval or opinion within thirty days after receiving the declaration, unless creditors representing two-thirds of the entire value of the declaration concur that:

- In the best interests of Creditors and Partners, the LLP must be dissolved by its Partners.

- If the LLP cannot satisfy its obligations through the sale of its assets during winding up and creditors request that the LLP be dissolved, the LLP will be dissolved by creditors.

- If the LLP is unable to satisfy its obligations through the sale of its assets in winding up and proposes to be wound up by the Tribunal, the LLP will be wound up by the Tribunal and an application for the same must be filed within fourteen days.

  • The Declaration must be filed with the registrar on Form No. 5 within 15 days after getting approval from creditors.
  • A notice of voluntarily winding up must be published in a newspaper circulating in the district where the LLP's registered/principal office is situated within fourteen days after receiving creditor permission.

Within thirty days of-

  • Adoption of a resolution without creditors present.
  • Obtaining the approval of creditors

Although partners designate the liquidator, if the consent of two-thirds of creditors is not obtained, creditors may propose another liquidator and determine compensation, and the liquidator nominated by creditors will serve as the liquidator. If creditors do not consent to or pick a different liquidation, however, the liquidator designated by the partners is presumed to be the liquidator. In addition, the Tribunal may appoint the liquidator and determine the remuneration for the liquidator. The tribunal has the authority to dismiss the liquidator given an adequate hearing opportunity.

Following his appointment, the Liquidator must file Form No. 6, disclosing any conflicts of interest or lack of independence to partners or creditors, if appropriate.

The liquidator is responsible for settling the creditors' or partners' list, maintaining accounting books and records, paying debts, and distributing assets to the partners.

  • The liquidator should report to the partners or creditors quarterly (on the 31st of March, 30th of June, 30th of September, and 31st of December) on Form No. 8 on the state of the winding up.
  • Upon liquidation of the assets and affairs of the LLP, the liquidator should give the partners and creditors with a Form No.9 report documenting the assets and debts that have been disposed of.
  • Within thirty days of receiving the liquidator's report, two-thirds of the total number of partners or total value of creditors, whichever is relevant, must approve the dissolution.
  • The liquidator must provide the registrar and the court with a final copy of the Form No. 10 accounts and report.

Pre-conditions to be fulfilled for Winding up of LLP

The Limited Liability Partnership needs to meet some conditions for winding up. Consider following points:-

  • - The business or commercial operations of the LLP must have halted for at least one year.
  • - A statement of account stating zero assets and liabilities as of the day of filing and no earlier than thirty days prior to the date of filing, certified by a Chartered Accountant, must be presented.
  • - The LLP may not own any assets or liabilities.
  • - The bank account of the LLP must be dormant. If a bank account was created, it must be closed and a bank statement or certificate attesting to its closure must be shown.

Documents required to Close the LLP

In order to dissolve or dissolve the LLP, the following documents must be submitted by the partners:-

  • All Partners must consent to the submission of the application for the dissolution of the LLP.
  • All authorised partners must submit a statement of fact and an indemnity bond in which they pledge to indemnify the Registrar for any liability that may arise after the name has been removed from the database.
  • If the LLP is conducting business and has filed returns, a copy of its most recent income tax return and financial statements.
  • A letter indicating that the LLP has no obligation or liability to pay creditors.
  • There is no penalty for filing tax returns for the prior fiscal year.
  • Copies of the PAN cards of all approved partners.
  • Proof of Aadhaar for all partners and specified partners (scanned copy).
  • If available, a copy of the LLP agreement or the date of partnership
  • The permanent postal address for all chosen partners and affiliates.



What is an LLP firm?

A corporate business vehicle that permits the integration and operation of professional skills and entrepreneurial initiative in a flexible, inventive, and efficient way, while offering limited liability and permitting members to organise their internal structure as a partnership.

How do you dissolve an LLP?

Detailed instructions for dissolving an LLP are listed above. KNAP Advisory may efficiently dissolve an LLP at a reasonable cost.

How long does it take to dissolve a limited liability partnership?

At least two months are required to dissolve or dissolve an LLP.

What happens if an LLP fails to submit yearly returns?

Penalties may be assessed if an LLP fails to file the required returns. Partners are accountable for the same breach of contract.


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We have been especially crucial in ensuring startups are compliant with India's complex legal structure. We accept responsibility and obligation on behalf of the business owners and co-founders for adhering to all legal requirements. We strive to deliver a wide range of quick, effective, and compliance-focused services to any company or individual with a startup mentality. We are abide by our motto:- We Care, We Deliver, We Honor.