Close LLP

Following is the way to close a LLP
(a) Declaring the LLP as Defunct
If a LLP Firm desirous to close down its business or where it is not carrying on any business operations for the period of one year or more, it can make an application to the Registrar for declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s. e-Form 24 is required to be filed for striking off the name of LLP under clause (b) of sub rule 1 of Rule 37 of LLP Rules 2008.
(b) Winding up of LLP
Section 63, 64 and 65 of LLP Act 2008 governs the process for winding up of the LLP. In this process all the assets of LLP are disposed off to meet the liabilities of the LLP and surplus if any, is distributed among the Partners. The LLP Act 2008 provides for following two modes for winding up the LLP
(i) Voluntary winding up
Voluntary Winding up : Under this, the partners may between themselves decide to stop and wound up the operations of the LLP
(ii) Compulsory winding up
A LLP Firm may be compulsorily wound up by the Tribunal,—
- if the LLP decides that LLP be wound up by the Tribunal;
- if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;
- if the limited liability partnership is unable to pay its debts;
- if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
- if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or
- if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.
For details, refer LLP Act, 2008 and “Limited Liability Partnership (Winding up and Dissolution) Rules, 2010”

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