A Limited Liability Partnership (LLP) offers operational flexibility and legal protection to partners. However, not every business sustains indefinitely. There are situations where the partners may decide to discontinue the LLP. In such cases, it is important to close the LLP through proper legal channels to avoid penalties and future compliance burdens.

This article outlines the complete process for closing down an LLP in India, especially through the voluntary strike-off route, which is the most common method for inactive LLPs.

📌 When Should You Close an LLP?

If your LLP has stopped functioning or you no longer want to continue business operations, it is advisable to initiate the closure. The most common scenarios are:

• 🚫 No business activities for one year or more

• 🧾 All statutory filings are pending, and revival is not intended

• 🧮 No assets, liabilities, or ongoing contracts

• 🤝 Partners mutually decide to discontinue the entity

Such LLPs can be struck off under Rule 37 of the LLP Rules, 2009, by filing an application with the Ministry of Corporate Affairs (MCA).

🔍 Modes of LLP Closure

There are two legally recognized routes:

For most small and inactive LLPs, the voluntary strike-off method is cost-effective and quicker.

📑 Documents Required 📂

• 📝 Resolution for closure signed by all partners

• 📜 Affidavits & Indemnity Bonds from designated partners (on ₹100 stamp paper)

• 📆 Statement of Accounts (not older than 30 days)

• 📄 Income Tax Return Acknowledgement (if filed)

• ✅ NOC from creditors (if any)

• 🆔 PAN card and address proof of partners

🔧 Step-by-Step Process to Close an LLP in India

1️⃣ Stop All Business Activities

The first step is to ensure no operations are conducted for at least one year. All transactions, contracts, and communications must be discontinued. The LLP should not hold any assets or have outstanding liabilities.

2️⃣ Pass a Resolution for Closure 🗳️

Partners of the LLP must hold a meeting and pass a resolution to voluntarily close the LLP. This should be signed by all designated partners.

3️⃣ Prepare Statement of Accounts 📘

You must prepare a Statement of Accounts showing nil assets and liabilities. This must be certified by a Chartered Accountant and dated within 30 days from the filing of Form 24.

4️⃣ Execute Affidavits & Indemnity Bonds ✍️

All designated partners are required to submit:

• 📜 Affidavit: Declaring LLP has no liabilities

• 🛡️ Indemnity Bond: Ensuring partners will bear any future liabilities

These should be notarized before attaching to the application.

5️⃣ File Form LLP-24 on MCA Portal 💻

Submit the closure request via Form LLP-24 using the MCA website. A Digital Signature Certificate (DSC) of any designated partner is required.

🧾 Attachments include:

⏳ Timeline & 💰 Cost

📬 After Filing

Once submitted:

1. 🧐 ROC reviews the application

2. 📢 MCA publishes public notice for 30 days

3. 📰 Name is struck off and published in Official Gazette

✅ At this point, the LLP is legally dissolved.

⚠️ Things to Keep in Mind

• ❌ LLP must have no ongoing litigation or dues

• 🧾 File Form 11 and Form 8 if they are due

• 🔐 Close bank accounts and surrender PAN/TAN

• 🗂️ Preserve closure documents for records

📘 Conclusion

Closing an LLP is more than just stopping business — it requires legal compliance and documentation. Following the proper steps will save you from future penalties and regulatory action. Whether your LLP is dormant or unviable, the voluntary closure process is the safest exit.

👉 It is always wise to consult a Chartered Accountant or Company Secretary to avoid errors in filing and document execution.