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Winding Up of LLP (Limited Liability Partnership) in India

Planning to close your LLP legally and permanently?

At Legal Setup India, we provide expert assistance for LLP closure, LLP strike off, and LLP winding up under LLP Act, 2008, ensuring complete compliance with the Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC).

What is Winding Up of LLP?

Winding up of LLP is the legal process of closing a Limited Liability Partnership (LLP) registered in India. It includes:

 

  • Settling outstanding liabilities

 

  • Clearing tax dues

 

  • Distributing assets (if any)

 

  • Filing closure forms with the ROC


After winding up, the LLP is legally dissolved and exempt from further compliance filings or penalties.

Types of LLP Closure

1. Strike Off / Voluntary Closure (Form 24 Filing)
 

  • Best suited for inactive LLPs with no operations or liabilities for at least 1 year

  • No pending debts or legal proceedings

  • Done through Form 24 under Rule 37(1)(b) of LLP Rules, 2009
     


2. Compulsory Winding Up by Tribunal

 

  • LLP has acted against public interest or fraud

  • Defaulted in filing returns or declarations

  • Initiated by partners, creditors, ROC, or government

Step-by-Step Process of LLP Strike-Off (Form 24)

  1. Resolution for Closure – All partners pass a resolution for voluntary winding up
     

  2. Close Bank Account – Ensure bank accounts are closed and no business activity exists
     

  3. Clear Dues – Settle all liabilities and obtain NOC from creditors (if applicable)
     

  4. File ITR & Returns – File income tax return and ROC annual returns (if pending)
     

  5. Prepare Affidavits & Indemnity Bonds
     

  6. File Form 24 with required documents
     

  7. ROC Strike-Off Approval

Documents Required for LLP Closure

  • PAN Card of LLP
     

  • LLP Agreement
     

  • Board Resolution/Consent of Partners
     

  • Statement of Accounts (not older than 30 days)
     

  • Affidavit and Indemnity Bond by partners
     

  • Latest Income Tax Return Acknowledgement
     

  • Form 11 & 8 filings (if applicable)
     

  • Closure letter of bank account

Government Fees & Professional Charges

  • MCA Govt. Fees: Nil for Form 24
     

  • Professional Charges: As per documentation & complexity
    (We offer budget-friendly packages for startups and small LLPs.)

When You Must Wind Up Your LLP

  • LLP is inactive for 1 year or more

 

  • Business never commenced post-registration

 

  • Financial losses, restructuring, or closure decision

 

  • Non-filing of ROC returns can attract heavy penalties up to ₹1,00,000

 

  • To avoid MCA notices and late fees

Why Choose Legal Setup India?

✔️100% Online LLP Closure Filing

 

✔️ROC-Compliant Drafting and Documentation

 

✔️Affordable and Transparent Pricing

 

✔️End-to-End Expert Support

 

✔️PAN India Service – Ahmedabad, Gujarat & All Cities

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Want to legally close your LLP?

 Get professional help from our experts for fast, affordable, and hassle-free LLP closure.

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