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LLP Winding up by NCLT

LLP Winding up by NCLT

LLP created by Law, it can be closed to follow some procedures which is established by statute only. It could be many reasons for closure. However, it can be any matter for the process which needs to be adopted for closure it depends on the circumstances in which an LLP is being closed.


The Companies Act, 2013 provides some situation for winding up of a LLP company by the way of petition u/s 272 before the NCLT.

  • Voluntarily by the 75% majority decision of shareholders.
  • In case threat to the Integrity and interests of sovereignty of India
  • If the affairs of the company are conducted fraudulently
  • Non-filing of financial statement or annual return to the ROC
  • NCLT is of the opinion that it is just or equitable to wind up the company.
Partnership Firm Registration


  • In case LLP Company has not started any operation or any business and if started but it is not carrying the same as of now since past one year.
  • If the LLP Company does not have any asset or liability and the bank account of the LLP was either not opened or if opened is closed now.
  • There are requirement of Affidavit and indemnity bond for settle any liability which may arise on LLP in future from the Designated Partner
  • A closure application needs to be filed with the ROC for declaring the LLP as defunct and for striking off its name from the register of LLP.


Prepare a statement of Accounts

Statement of Accounts for Assets and Liabilities is required to be prepared and signed by the designated partners which is certified by the auditors of the LLP or in case the LLP did not appoint an auditor any comptroller in follow.

Bank account Closure

It is mandatory to close of bank account of LLP Company if it opened before the closing. The selected partners have to be compelled to approach banker with an invitation for closure and acquire a closure certificate from the bank that the account maintained with them has been closed.

Prepared Affidavit & Indemnity Bond

IF the Partners have decided to closed LLP Company then an Affidavit & Indemnity Bond is mandatory to filed with ROC for the truthfulness of the information and for indemnity bond to satisfy any future debt which can arise to the LLP when its closure is ready, signed and attested.

Partners Meeting and Consent

Once the checking account of the LLP is closed and an announcement of assets or liabilities is drawn and attested by the auditor or the other CA, the partners have to be compelled to meet and judge on the closure of LLP. the choice for closure should be created as prescribed within the LLP agreement.

Digital Signature of at Least one Designated Partner

Every Person shall make an application for a Digital Signature Certificate (DSC). The filing process starts with the issue of a digital signature. To get a class-2 digital signature for the partner a photograph, copy of ID and Address proof punctually attested by the gazetted officer is to be submitted along with form.

Application Filing For Closure of LLP

Finally, an application for closure of LLP is to be filed with necessary attachments duly signed and attested by the designated partner and a practicing chartered accountant, or a company secretary or a cost and management accountant. The roc, if satisfied with the appliance, shall close the corporate office inside 90-120 days.

The procedure of striking off requires the filing of the prescribed form along with the some required documents. The Registrar shall file the application of striking off on the MCA website for a period of one month for receiving any representation from the general public. when application once approved will affect the change of status of LLP as “Stuck off (defunct)” in the register and master data of LLP.

Yes, it is required to surrender of PAN Card application.

Firstly, the LLP requires to close its books of accounts after payment of the liabilities and distribution of assets. After that the statement shall be duly certified by the chartered accountant in practice. That application of strike off for the LLP shall be made within 30 days from the date of the statement prepared.

The LLP which has not commenced any business under its name since its incorporation or the LLP which has ceased to operate can make an application under this route. In both cases, a period of one year shall be passed since the incorporation.

The name of LLP can be applied for strike off by way of declaring it as defunct for a period of one year or more. The simplest way to close the LLP as there's no involvement or demand of the Liquidator or assembly. To choose this mode, few conditions are required to be fulfilled (prescribed below).