Winding up of an LLP is the formal process by which a Limited Liability Partnership ceases to exist — its assets are realised, liabilities are discharged, and its name is struck off the ROC register. The framework is provided by Sections 63–65 of the LLP Act 2008, the LLP (Winding Up and Dissolution) Rules 2012, and the Insolvency and Bankruptcy Code 2016 for compulsory cases. A defunct or dormant LLP can also exit via the simpler strike-off route under Rule 37 by filing Form 24 with the ROC.
Closure requires a partners' resolution, settlement of all dues, filing of pending Form 8 and Form 11, a statement of accounts not older than 30 days, an indemnity bond, an affidavit from designated partners, and consent / NOC from creditors and authorities. Our secretarial practice services for winding up of LLP cover the full chain — eligibility diagnostic, route mapping (strike-off vs voluntary winding up vs tribunal), pending compliance cleanup, Form 24 filing, liquidator coordination where required, ROC follow-through, and post-strike-off intimation to banks, lenders, GST, income tax, and partners.
Simplest exit route for defunct or non-operational LLPs — file Form 24 with affidavit, indemnity bond, statement of accounts, and ROC processes the strike-off without liquidator involvement.
For solvent LLPs choosing to close — partners' resolution, declaration of solvency, appointment of LLP liquidator, asset realisation, creditor settlement, and final dissolution order.
Tribunal-driven winding up under Sec 64 — for inability to pay debts, fraud, public-interest grounds, or persistent default — petition before NCLT and court-supervised liquidation.
For insolvent LLPs unable to pay debts — Corporate Insolvency Resolution Process or voluntary liquidation under IBC 2016, conducted by an Insolvency Professional under IBBI oversight.
For LLPs that never commenced business or have been inactive since incorporation — straight Form 24 strike-off with simplified declaration of non-commencement.
Winding up of a redundant LLP within a group — post-merger / demerger / conversion to private company — with asset transfer, partner-capital settlement, and ROC strike-off.
Lays down the two primary modes — voluntary winding up by partners and compulsory winding up by Tribunal — applicable to all LLPs registered under the LLP Act 2008.
Lists the grounds on which the NCLT may order winding up — inability to pay debts, sub-minimum partner count for 6+ months, fraud, or public-interest grounds.
LLP Rules 2009, Rule 37 enables a defunct or non-operational LLP to apply for striking off its name via Form 24 — a faster, lower-cost alternative to formal winding up.
The core ROC e-form for striking off an LLP — filed with affidavit, indemnity bond, statement of accounts (within 30 days), and consent of all designated partners.
All overdue Form 8 (Statement of Accounts) and Form 11 (Annual Return) must be filed and additional fees paid before strike-off / winding-up applications are admitted.
Designated partners furnish an indemnity bond against future liabilities and an affidavit confirming no pending dues, litigation, or disputes — both notarised on stamp paper.
For insolvent LLPs — the Insolvency and Bankruptcy Code 2016 applies, with an Insolvency Professional appointed and process supervised by the NCLT and IBBI.
In voluntary or tribunal-led winding up, a liquidator is appointed to realise assets, settle creditors, and distribute residue to partners as per the LLP Agreement and Rules 2012.
Health-check of the LLP — bank-account status, GST / IT pendency, pending litigations, ROC defaults, and partner consent — to map the optimal route (Form 24 / voluntary / IBC).
Filing of all pending Form 8 and Form 11, payment of additional fees, GST / IT return catch-up, and resolution of ROC defaults to make the LLP strike-off eligible.
End-to-end Form 24 preparation on MCA V3 portal — statement of accounts, affidavit, indemnity bond, partner consents, DSC affixation, and SRN tracking till strike-off order.
For solvent LLPs — partners' resolution, declaration of solvency, liquidator engagement, creditor notices, asset realisation, and final dissolution filings under Rules 2012.
Drafting and filing of Sec 64 winding-up petition before the NCLT, hearing representation, liquidator coordination, and dissolution-order follow-through.
For insolvent LLPs — coordination with Insolvency Professional, public announcement, claim collation, CoC meetings, and IBBI / NCLT compliance under IBC 2016.
Drafting of statement of accounts (NIL assets / liabilities not older than 30 days), partner affidavits, indemnity bonds on stamp paper, and notarisation coordination.
Surrender of GST registration (Form REG-16), final IT return, PAN / TAN cancellation strategy, and clearance certificates supporting the ROC strike-off.
Closure of LLP current accounts, OD facilities, fixed deposits, NOC from banks, and bank-statement evidence pack required as annexure to Form 24.
Coordination with creditors, lenders, secured charge-holders, and statutory authorities for NOCs and confirmation of nil-dues prior to filing.
Tracking of ROC public notice on the MCA portal, handling of any objections received during the 30-day window, and reply-drafting to avoid rejection.
Archiving final ROC strike-off order, partner-distribution records, IT / GST closure proofs, and a complete compliance file for future reference.
LLP has stopped operations and partners want a clean exit without continuing annual ROC, GST, and IT compliance costs year after year.
LLP was incorporated but never commenced business — Form 24 strike-off with simplified declaration is the fastest closure path.
Number of partners has fallen below the statutory minimum of 2 and remains so for 6+ months — a Sec 64 ground for winding up.
LLP is insolvent and unable to meet creditor obligations — IBC 2016 voluntary or compulsory liquidation pathway is appropriate.
Redundant group LLP being closed post merger / demerger / conversion of business into a private limited company structure.
Irreconcilable partner disputes making continuation unviable — voluntary winding up or tribunal route depending on solvency.
Multiple years of pending Form 8 / Form 11, accumulated additional fees, and DPIN deactivation pushing partners towards a clean closure.
Ongoing tax audit, GST, and statutory burden disproportionate to LLP's residual activity — closure is more efficient than maintenance.
LLP health-check across ROC, GST, IT, and bank fronts, eligibility test, and selection of optimal route — Form 24 / voluntary / NCLT / IBC — with cost-timeline estimate.
Filing of pending Form 8 / Form 11, GST and IT catch-up returns, resolution of ROC defaults, bank account closures, and creditor / lender NOC collection.
Drafting statement of accounts, partners' resolution, affidavits, indemnity bonds, partner consents, and notarisation on appropriate stamp paper.
Filing Form 24 on MCA V3 portal (or Tribunal / IBC route as applicable), DSC affixation, fee payment, SRN tracking, and ROC public-notice monitoring.
ROC strike-off order, GST / PAN closure, partner distributions where applicable, and final compliance file with full audit trail of the closure.
Partner with our secretarial-practice specialists for end-to-end winding up of your LLP — eligibility check, pending-filing cleanup, Form 24 strike-off, tribunal / IBC route, and clean closure file for FY 2026–27.
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