Closure of LLP

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For inoperative LLP

 

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Introduction

A Limited Liability Partnership shall mandatorily file certain returns irrespective of the fact of the business or not. As per the Limited Liability Partnership Act, 2008 there are certain penalties and prosecution to be faced by the Designated Partner for Non- filing of due returns. A Limited Liability Partnership continues to exist until its formal closure and the Cessation of its operation cannot be considered as a reason for non-filing of returns. As the Limited Liability Partnership is a separate legal entity registered under law it is to be mandatorily closed in accordance with the LLP Act.

A Limited Liability Partnership which has never started its business or is also not carrying any business for the immediate past one year and pursues no assets and liabilities shall be considered as Defunct Limited Liability Partnership. This type of company can make an application for striking the name of the Company.

Legal Window has a team of experts providing you with the best assistance, timely delivery and guaranteeing the highest customer satisfaction with respect to closure of Limited Liability Partnership . You may get in touch with our team on 072407-51000 or email admin@legalwindow.in

Eligibility for Closure of LLP

The LLP should be inoperative from the date of incorporation OR should be inactive for a period of at least one year'

The LLP as on date of application should not have any assets / liabilities.

Documents Required

PAN of the respective Limited Liability Partnership

Limited Liability Partnership Agreement executed between the partners

Latest acknowledgement of Income Tax Returns (if any)

Bank Account Closure Certificate

Latest Statement of Accounts of Limited Liability Partnership

PAN Card and address proof of Partners

NOC from Creditors

Modes of Limited Liability Partnership closure

Mandatory Strike off of LLP by Registrar

If the Limited Liability Partnership is not carrying any operations from the past 2 years or more then it has power to send notice to LLP regarding striking off of LLP and a time period of one month will be granted to the partners for filing their representations, if any.

Voluntary Strike off of LLP by Registrar

The case of voluntary striking off arises when the LLP is not functioning from the past one year or more and desires to close its business then the LLP can apply to the registrar for declaring the LLP as defunct LLP and get its name removed from the registers of LLP.

Process of Closure of Limited Liability Partnership

1. Complete Questionnaire
You are requested to first fill the simple questionnaire provided by our expert team which will enable us to know the case of closure of Limited Liability Partnership.

2. Document Processing
At the second step you will be required to produce the documents in accordance with the questionnaire filled based upon which case will be dealt so that we can arrange them as per the requirement and for further processing.

3. Application for closure
After arranging the documents we will begin with the drafting of documents along with the other affidavits, indemnity bond in order to get the same executed and convening of the meetings of the partner for obtaining their consent. Consent of creditors is also required for closing of a company.

4. Preparation and filing of the same with MCA
Preparation of the application and filing of the same along with the required documents on MCA with ROC for closure of Limited Liability Partnership in Form 24.


5. Confirmation by the Registrar
If the Registrar thinks fit after verification of documents presented by the Limited Liability Partnership the Registrar will strike of the Limited Liability Partnership and the same will be intimated through mail.

Additional Information

Key Points to Be Kept In Mind before Closing LLP

All the pending compliances related to filings of LLP shall be complete. The LLP should file all the overdue returns in Form-8 and Form 11, if any. Also check that LLP Agreement has been filed in LLP-3 with ROC

Ensure that all the statutory dues due to any statutory authority are cleared.

All the liabilities must be paid off and if any liabilities remain due then a NOC from the creditors is required.

The bank account of the LLP shall be closed and a letter of closure shall be taken from the bank evidencing the closure of the bank account. 

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FAQ's on Closure of LLP

What do you meant by defunct Limited Liability Partnership?

A Limited Liability Partnership which has never started its business or is also not carrying any business for the immediate past one year and pursues no assets and liabilities shall be considered as Defunct Limited Liability Partnership.

Who shall sign the application for closure of defunct Limited Liability Partnership?

The Designated Partner has to sign the application for closure of the defunct Limited Liability Partnership along with the consent of the Partners and the respective indemnity bonds and affidavits are required to be attached.

Can a Limited Liability Partnership be closed if there are few Assets and Liabilities in the bank account?

An LLP cannot be closed as defunct Limited Liability Partnership if it has certain Assets and Liabilities in the bank account.

What is the timeline for completing the required filling?

Yes, the respective form shall be filed within 30 days from the date for which the NIL statement is provided by the Chartered Accountant.

Whether Legal Window will arrange for the stamp duty on affidavit and indemnity bond?

The payment for the stamp duty and notarization on the affidavit and indemnity bond will be borne by the client and will be paid form their concerned state or city.

What if the LLP has done some business in the last year. Can it be closed?

LLP can be closed if it has been inoperative from the date of incorporation or is inactive for a period of at least one year immediately preceding the filing of the application.

Whether consent of the Partners are required?

Yes, consent of all the partners is required to file the application for closure of Limited Liability Partnership.

Can a Limited Liability Partnership be closed before one year from the date of Incorporation?

No at least one year should be elapsed before closing of a Limited Liability Partnership on voluntary basis.

If the Designated Partners did not file the e-form DIR-3 KYC. Can they still apply for closure?

If the Designated Partners have not complied with the KYC norms, then they cannot file for the closure of the LLP. All the designated partners have to file the DIR-3 KYC forms and then only they can proceed for the filing.

Do we need to surrender the PAN of the LLP?

The PAN of the LLP has to be surrendered by making an application to the NSDL department.