Closure/Strike off of LLP
Striking off the name of defunct Limited Liability Partnership (LLP) is the simplest way to close the LLP with no assets and no liabilities. In this method, designated partners are need to first settle the accounts of LLP by selling the assets, if any and pay off the liabilities, if any. Based on nil assets and liabilities and based on no objections from the general public, Registrar will close the LLP. It is pertinent to note that strike off is not the legal end of the LLP just like winding up. Designated partners have to file Indemnity, for security of future liabilities, while making an application for strike off. In case any future liabilities or obligations arise, designated partners are personally liable for that which is not the case of winding up. So it is always advisable to first set off all kinds of liabilities, disputes etc. in order to save oneself from future liabilities.
Legal Provisions for closure of LLP or Strike off of an LLP Rule 37 of the Limited Liability Rules, 2009 deals with the striking off name of Defunct LLP. Defunct means those LLPs which are not functioning or not operating. Hence, it is pre-requisite that LLP must be defunct for at least 1 year before applying for closure. It provides that “where a limited liability partnership is not carrying on any business or operation for a period of one year or more, such LLP can make an application to the Registrar, with the consent of all partners of the limited liability partnership for striking off its name from the register”.
Limited Liability Partnership (Amendment) Rules, 2017 added sub-rule 1A after sub-Rule 1 of Rule 37 as follows:
1. The LLP shall file overdue returns in Form 8 and Form 11 up to the end of the financial year in which it ceased to carry on its business or commercial operations before filing Form 24;
2. enclose along with Form 24,—
A.) a statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than 30 days of the date of filing of Form 24
B.) an affidavit signed by the designated partners, either jointly or severally, to the effect:
(i) that the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from ………….(dd/mm/yyyy);
(ii) that the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;
(iii) that the Limited Liability Partnership has not opened any Bank Account and where it had opened, the said bank account has since been closed together with certificate(s) or statement from the respective bank demonstrating closure of Bank Account;
(iv) that the Limited Liability Partnership has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable.
C.) a copy of the acknowledgement of the latest Income-tax return;
D.) copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof in cases where the Limited Liability Partnership has not commenced business or commercial operations since its incorporation.
Process of closure of LLP or Strike off of an LLP
- Close the Bank Account of the LLP
- Sell the assets, if any and pay off the liabilities, if any
- Take the written consent of all partners for strike off
- Drafting of all the requisite documents for closure of LLP
- Filing of form 24 with the Registrar.
Once, the E-form 24 is filled by the LLP to concerned jurisdictional Registrar, it has to wait for approval from the Registrar as to whether all documents attached in forms are proper or not. Registrar may ask for any additional documents for his satisfaction. Once,Registrar is satisfied, he shall send name of the LLP for publication in official gazette asking to raise objections from general public. If no objection is received, Registrar will strike off the name of LLP from its register.
How S.K. Agrawal & Co. Helps in Closure of LLP?
With S.K. Agrawal & Co., you can close your LLP seamlessly. You can close your LLP, in just 4 simple steps:
Step 1: Confirmation Mail Acceptance of our Proposal
Send confirmation mail at our email id regarding acceptance of our Proposal for Closure of your LLP. You can request a callback or directly call to our expert on phone number provided at our website. Our experts will contact you and clear all your queries.
Step 2: Send the Documents on our Email Id
Send below-mentioned documents on our email Id to close your LLP:
- Passport size photos of directors
- PAN Card or Passport in case of NRIs and Foreign National
- Address proof of directors
- Specimen signature
- Self-declaration about your directorship in other Companies/LLP
- Rent agreement of your registered office
- No objection certificate from the owner of the property of the property
- Any other document/information required for conversion
The Closure of Company from S.K. Agrawal & Co. is completely online and thus, you can save time and money as you need not have to visit our office. If you want to visit to our office you are most welcome.
Step 3: Document Verification by our Expert Team and Signature of Documents
Our expert team will verify the documents uploaded by you. You will need to attest your signature on the documents.
Step 4: Our Experts Team will File Forms on the MCA portal to Close your LLP
Our experts team will file the below e-forms on your behalf on the MCA portal.
After the LLP forms are filed on the MCA portal, the Registrar of Companies (ROC) and the respective departments will verify the forms submitted by our expert team. The verification process takes some time (subject to departmental approval and reverts from the respective departments).
Our expert team will follow up with the respective authorities till you receive the LLP Certificate. After the verification process is complete, you will receive the Closure Certificate of LLP.
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