No, at least one year must have lapsed before closing a LLP voluntarily.
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Closure is the term used to refer to the actions necessary when it is no longer necessary or possible for a business or other organization to continue to operate. Once the organization has paid any outstanding debts and completed any pending operations, closure may simply mean that the organization ceases to exist.
In case the Limited Liability Partnership (LLP) wants 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 of Companies for declaring the company as defunct and removing the name of the LLP from its register of LLP’s. Generally LLP can close down its business by adopting any of the following two ways:-
In case the LLP wishes to close down its business or where it is not carrying on any business operations for the period of one year or more, then application to the Registrar for declaring the LLP as defunct can be made and thereby LLP name will be removed from the Records of the ROC.
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. Similarly, Registrar also has the power to strike off any defunct LLP after satisfying himself of the need to strike off and has reasonable cause.
However, registrar will send a notice to the LLP of his intention and request to send their representation within one month from the date of the notice.
The Registrar shall publish such notice or content of the application made by the LLP on its website for a period of one month for the information of the general public. In case no reply is received within the mentioned period, registrar may strike off the name of LLP.
Section 63, 64 and 65 of LLP Act 2008 governs the process for winding up of the LLP. It is the process where all the assets of the business are disposed off to meet the liabilities of the same and surplus any, is distributed among the owners. The LLP Act 2008 provides for following two modes for winding up the LLP.
The penalty for LLPs defaulting in filling of any statutory returns is Rs. 100 per day, without any maximum limit. Hence, its is often best to windup dormant LLPs so that there is no requirement to file the LLP Form 8 and Income Tax Return for the LLP each financial year to maintain compliance and avoid penalty.
Cease Business Operation
If the LLP is operational and the promoters wish to close the LLP, the LLP must first cease all commercial activity.
Close Bank Account
Before commencing the process any bank account opened in the name of the LLP must be closed and a Closure Certificate evidencing closure of the name of the LLP must be obtained From the Bank.
Affidavits & Declaration
Affidavits must be executed, that the Limited Liability Partnership ceased to carry on commercial activity from (date) or has not commenced business.
Documents Preparation
Then Necessary documents will be prepared for filing with the Registrar.
Complete Required Filings
After incorporation of LLP, the LLP agreement must be filed with the MCA within 30 days of registration. In case this compliance was missed and LLP agreements must be filed.
Obtain Statement of Accounts
A statement of accounts disclosing NIL assets and NIL Liabilities that is certified by a Practicing Chartered Accountant up to a date not earlier than thirty days of the date of filling of Form must be obtained.
File LLP Form 24
File Form LLP 24, on processing the application, if found acceptable, the concerned Registrar of Companies would cause a notice to be published on the MCA website announcing the striking off of the LLP.
Passing resolution for winding up
Resolution must be passed where the consent of all the partners is accorded for winding up.
Solvency Declaration and Valuation Report
Filing of Declaration of Solvency along with the Statement of Assets and Liabilities and Valuation Report.
Creditors Consent
Obtaining consent of creditors, if any.
Preparation of other Documents
Filing declaration with respect to consent of creditors.
Newspaper Advertisement
Issuing Newspaper Advertisement as per the registrar guidelines.
Appointment of Liquidator
Liquidator to be appointed to further carry on the winding up process.
Liquidator report submission
Report of Liquidator to ROC and Tribunal.
Winding Order Passed
Passing of order of winding up by the Tribunal.
File Necessary Forms with ROC
Filing of Order of tribunal with the ROC by filing necessary E- Form.
Official Gazette Publication by ROC
Publishing in Official Gazette by ROC that the LLP stands dissolved.
PAN Card and Aadhaar Card of all the Partners.
Affidavits verifying that the LLP has ceased to carry on commercial activity or has not commenced any business.
Letter evidencing closure of bank account.
No due Certificate.
Latest filed Income Tax Return or acknowledgement.
Indemnity bond declaring that the LLP has no liabilities and indemnify any liability that may arise even after striking off.
Consent of Designated Partners in the form of Board Resolution.
Statement of Assets and Liabilities.
No, at least one year must have lapsed before closing a LLP voluntarily.
No, a liquidator is not required, and there is no need to make an application to Tribunal while closing an LLP in India.
You can wait for a period of one year from the date of the last transaction becoming opting for the standard LLP closure procedure. Alternatively, the LLP can be also be closed with the help of liquidator if partners do not wish to continue the business.
No, all the overdue returns in Form 8 and Form 11 up to the end of the financial year in which the limited liability partnership ceased to carry on its business is required to be completed.
You will have to make an application for the surrender of the PAN card.