Closing a Limited Liability Partnership

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Voluntary Winding Up

The LLP can initiate the process of closing down voluntarily if all the partners agree to it. This process involves the appointment of a liquidator, filing of necessary documents with the Registrar of Companies (RoC), and settling of all the outstanding liabilities of the LLP.

Winding Up by Tribunal

The NCLT can also order the winding up of an LLP if it has violated any provisions of the LLP Act, 2008 or any other law, or if it has been inactive for a period of more than one year.

Settlement of Liabilities

Before closing the LLP, all the outstanding liabilities, debts, and obligations of the LLP should be settled. The assets of the LLP should be liquidated and the proceeds should be used to pay off the liabilities.

Cancellation of Registration

The RoC will then examine the documents and if satisfied, will strike off the name of the LLP from its register and issue a certificate of dissolution.

Benefits of Closing a Limited Liability Partnership

Legal Dissolution

Closing an LLP through the proper legal process ensures that the LLP is officially dissolved and ceases to exist as a separate legal entity. This provides clarity and finality to the partners and prevents any future legal liabilities or obligations.

Settlement of Liabilities

Closing an LLP allows for the proper settlement of its outstanding liabilities, debts, and obligations. This ensures that all creditors are paid off and any pending legal or financial issues are resolved before winding up.

Distribution of Assets

The process of closing an LLP provides an opportunity to distribute the remaining assets of the LLP among the partners. This allows for a fair and equitable distribution of the LLP's assets as per the agreed-upon terms.

Termination of Legal Obligations

Closing an LLP relieves the partners from their ongoing legal obligations and responsibilities associated with the LLP. It provides a clean break and allows the partners to pursue other business ventures or personal goals without the burden of LLP-related obligations.

Documents Required

Digital Signature

Creditors consent



Indemnity bond

Business proofs

Identity proofs

PAN Card


Process for Closing LLP

Pass a special resolution

Make a formal declaration approved by the Registrar of Company

Appoint the liquidator

Collect the assets and pay the debts

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Complete the process in 3 Easy Steps

Typically, the stage of answering quick questions regarding the closing of an LLP can be completed within a few days to a week. This involves addressing basic queries and providing general information about the closure process.

Once the quick questions are answered, the next step involves providing assistance and guidance to the LLP seeking closure. This stage can take several weeks to a few months, depending on the complexity of the case, the documentation required, and the cooperation of the relevant authorities.

The completion of the entire closure process for an LLP can take several months or longer. The timeline can vary based on factors such as the compliance requirements, outstanding liabilities, distribution of assets, and the response time of the regulatory authorities. It is not uncommon for the closure process to take anywhere from a few months to a year or more.

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Have Questions? Find Answers Here

The process for closing an LLP involves several steps, including holding a partner meeting, obtaining consent from the majority of partners, settling liabilities, filing necessary documents with the Registrar of Companies, and obtaining a certificate of dissolution. The specific process may vary based on the applicable laws and regulations.


Yes, an LLP can be closed even if it has outstanding debts or liabilities. The process of closing involves settling the liabilities, paying off the creditors, and distributing the remaining assets, if any, among the partners. It is important to ensure that the closure process complies with legal requirements and addresses the outstanding obligations.

 Failing to properly close an LLP can have legal and financial consequences. The LLP may continue to be considered an active legal entity, and the partners may be held liable for any ongoing obligations or liabilities. It is essential to follow the proper closure process to avoid future legal complications.


Generally, once an LLP has been closed and dissolved, it cannot be reopened. The closure process signifies the permanent termination of the LLP's legal existence. If the partners wish to continue the business, they may need to form a new LLP or explore alternative business structures.


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