Please explain me the procedure for closing an llp

LLP 22021 views 23 replies

Sandeep

56 Points Joined August 2012

I incorporated an LLP in December 2011, but I would like to close it(and would continue as a simple Sole Proprietorship). I go to know I have to file eForm 24 but can any one please help me understand all the following terms listed below as it is mentioned in the form to be filled.

Copy of detailed application
Copy of authority to make the application
Copy of consent of all partners
Copy of consent of all creditors
Copy of the undertaking/ indemnity bond for striking off name
Copy of statement of assets and liabilities duly certified as true and correct by auditor/chartered accountant in practice
Copy of acknowledgement of latest Income tax return

P.S. : I'd like to mention that my LLP deosn't have any creditor(s)(we were self funded) and are yet to file the Annual return and accounts solvency etc. as the LLP is still less than 1 year.

Replies (23)

ANTONY EDGAR

CA in Practice

89 Points Joined June 2012

In July 2012, Ministry of Company affairs have published a revised rules for winding up of LLP. The link is given below (you can also refer the previous rule of winding up i.e2010). In this winding up rules, the form prescribed are completely different and its currently not available in MCA website and hence e-filling is not possible. However a format of the forms are available as anexure to the rules in the below link.

https://mca.gov.in/LLP/pdf/G.S.R(E)_001_10_07_2012.pdf

You can also check with MCA customer service, whether you can still file form 24 for striking the LLP name from register. Other alternative is fill up the forms prescribed in the rules of winding up and submit it manually in the ROC with the supporting documents were the company is registered. But better first call MCA and check with them.

If you need any support you can get in touch with me.

PRADEEP MULANI

Partner in MULANI BHANSARI & SHAH

142 Points Joined January 2010

Dear ANTONY EDGAR Sir,

We wish to file Form-24 for LLP but we are unable to find the format for the following attachements:

Attachments

1. *Copy of detailed application

2. *Copy of authority to make the application

3. *Copy of consent of all partners

4. *Copy of consent of all creditors

5. *Copy of undertaking/ indemnity bond for striking off name

6. *Copy of statement of assets and liabilities duly certified as true and correct by auditor/ chartered accountant in practice

Please provide or guide us from where to find the format for said attachments so that we can prepare it.

Awaiting your positive & optimistic reply...

Tarun Dua

Compliance Officer

126 Points Joined March 2010

Hello Everyone,

As i can see there has been no formats avaialble on web about the closure of LLP in India, I decided to create and uplaod the same for your help, i hope you will find it suitable for your need..

Declaring the LLP as Defunct

In case the LLP wants to close down its business or where it is not carrying on any business operations, 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. The procedure is given below An application is required to be made in eForm 24 to the Registrar of Companies for Striking off the name of the LLP under clause (b) of sub rule 1 of Rule 37 of LLP Rules 2008 with the consent of all partners. The Registrar shall publish a notice on its website as to the content of the application for a period of one month for the notice of the general public. Application submitted to be supported by Indemnity Bonds to indemnify any person legally claiming after the LLP to be striked off and duly sworn Affidavits declaring all the information provided and statements given to be true, from all partners. Application filed also to be supported by approvals or No Objection Certificates from concerned Regulatory Authorities with which the LLP is registered. For eg. LLP engaged in or registered with RBI for Banking Business has to obtain NOC from RBI before winding up of its affairs. The Registrar, where he has sufficient cause to believe that the limited liability partnership has any asset or liability, satisfy himself that sufficient provision has been made for the realization of all amount due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by the limited liability partnership within a reasonable time and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership On the expiry of period of one month, the Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved. Guidelines There should have been no liability existing or obligation subsisted on part of LLP and its partners. There should be no litigation pending for or against LLP. The assets of the limited liability partnership shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the limited liability partnership from the register Liability of the Designated Partners subsists even after dissolution of LLP for payment of any legal dues to its creditors and other persons as if the LLP has not been dissolved. I

have Summed up all the fomats in one file , find as attached herewith

Regards

Tarun Dua

Company Secretary

Rajesh Kumar

Consultancy

93 Points Joined January 2015

For Closing of LLP, you can find info on below link:-

Do you want to close a LLP?

pooja

student

21 Points Joined March 2015

i am filing form 24 of llp but getting the errors while doing pre scrutiny to file fom 8, fom 11, form3 of llp. is it neccary to file dese forms..if yes then can we file form 8 of current year.?

Sowmiya Narayanan

52 Points Joined May 2015

Procedure to close a LLP in India

The LLP Act 2008 provides for following two modes for winding up the LLP i.e.:

Voluntary winding up-
Compulsory winding up

Voluntary Winding up:

Under this, the partners may between themselves decide to stop and wound up the operations of the LLP.

Compulsory winding up:

A limited liability partnership may be compulsorily wound up by the Tribunal,—

if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal;
if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;
if the limited liability partnership is unable to pay its debts;
if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;
if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or
if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.

Visit Dobiz India to close a Limited liability partnership in India.

Kinnari Makwana

34 Points Joined April 2013

Thankyou for very muuch Tarun Dua

Tarun Dua

Compliance Officer

126 Points Joined March 2010

You are welcome! :))

Swapnil

prpritor

21 Points Joined November 2011

THANKS TARUN JI,Nice and helpful compilation

Karan Shah

Internship

21 Points Joined February 2014

Thanks Mr.Tarun, for providing us the formats and general explaination in respect of closure of LLP.

Neha Batra

1 Points Joined May 2016

Good Afternoon Everyone!!

I need to know the ROC fees of form-24, which is filed for LLP striking off.

Thank you in anticipation.

Shace

Accountant

28 Points Joined May 2009

we have formed an LLP on 2014 oct.Till now we are not able to start business due to some technical problem.We did not make any transaction till now.But we filed return timely.

Now we have to close the LLP.What are the formalities for close the LLP? and what are the cost? Please advise

Aditya Sharma

finance advisory

377 Points Joined February 2010

Thanks a lot Mr. Tarun.

But what should be the value of stamp papers for AFFIDAVITS & INDEMNITY BOND??

hariharan

student

23 Points Joined August 2011

We Incorporated an LLP on dec 31ST 2014,we did't brought any contribution to LLP.We didn't even opened bank account.Now we want to dissolve the partnership whether I have to file form 8 and form-11.Please help