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G K B & Associates
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0120-3130570
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Winding up of LLP

The process of winding up lets you legally close your LLP, take it off the Ministry of Corporate Affairs (MCA) records, and be done with all future compliance duties. At G K B & Associates, we manage the whole winding-up process—from checking if you're eligible to getting the final okay—making sure you exit smoothly without any stress or penalties.

Benefits of Winding Up an LLP Properly

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    No More Compliance Burden – No need to file annual returns, statements of accounts, or tax filings after closure.
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    Avoid Heavy Penalties –Inactive LLPs that fail to file can face ₹100/day MCA penalties per form.
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    Clear Legal Closure – Protects partners from future liabilities or disputes.
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    Peace of Mind – No risk of MCA notices or director/partner disqualification.
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    Clean Slate for Future Ventures –Start a new business without the baggage of past compliance issues.

    • Documents Required for LLP Winding-Up

    1. 1. PAN Card of LLP
    2. 2. LLP Agreement
    3. 3. Certificate of Incorporation
    4. 4. Signature Certificate (DSC) of designated partners
    5. 5. Consent of all partners for winding-up
    1. 6. of accounts showing nil assets & liabilities (certified by a Chartered Accountant)
    2. 6. Affidavit by designated partners (Form 24)
    3. 7. Indemnity Bond signed by designated partners
    4. 8. Copy of latest Income Tax Return acknowledgment
    5. 9. Proof of no pending litigation or liabilities

    Our Process for Winding Up an LLP

    01
    **Checking Eligibility and Rules:**

    We'll look into whether your Limited Liability Partnership (LLP) meets the criteria for getting officially closed down (struck off) according to Rule 37 of the LLP Rules from 2009. Usually, this is an option if the LLP hasn't been actively trading for the past year and doesn't owe any money.

    02
    **Gathering and Preparing Documents:**

    We handle all the necessary paperwork for you. This includes creating the resolution confirming partner agreement, preparing affidavits and indemnity bonds, and getting the statement of accounts ready, which needs to be certified by a Chartered Accountant.

    03
    **Handling the Application and Final Steps:**

    We'll keep track of your application and work closely with the Ministry of Corporate Affairs (MCA) throughout the process, making sure everything is followed through until your LLP is formally removed from the official Register of LLPs.

    Who Can Apply for LLP Closure?


    1. LLPs that have been inactive for at least 1 year.
    2. LLPs with no debts, assets, or liabilities.

    Who Cannot Apply?


    1. LLPs with ongoing legal disputes.
    2. LLPs that still hold assets or owe creditors.

    Frequently Asked Questions

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    Winding up of an LLP is the legal process of closing a Limited Liability Partnership, settling liabilities, and removing it from the official register maintained by the Ministry of Corporate Affairs (MCA).
    LLPs can be closed through:
    • Voluntary Winding Up – initiated by partners when the LLP has no outstanding liabilities or business operations.
    • Compulsory Winding Up – ordered by the National Company Law Tribunal (NCLT) due to default, non-compliance, or insolvency.
    Designated partners of an LLP can file for voluntary winding up if:
    • The LLP has been dormant for more than 1 year
    • The LLP has no outstanding liabilities
    • All annual compliances and tax filings are complete
    The steps include:
    • Passing a resolution for winding up
    • Settling all liabilities and dues
    • Filing Form 24 (Application for Striking Off) with the MCA
    • Public notice of closure
    • Official removal of LLP from the register
    The process usually takes 3–6 months for voluntary winding up. Compulsory winding up may take longer depending on liabilities, creditor claims, and legal proceedings.
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