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LLP Company Closure in India

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Close of Limited Liability Partnership(LLP) Company - Strike Off & Winding Up

Updated on January 09, 2026 11:34:25 AM

LLP company closure or closure of limited liability partnership (LLP) firm is a complicated procedure that needs to be undertaken with due consideration and following all legal formalities strictly. Every business entity, including the limited liability partnerships (LLPs), is subject to the LLP company closure process due to reasons such as the success of the company, changes in the business policies, and the difficulties that the company may face during the operation of the business activities. Take a thorough look at this page to understand the reasons for the LLP company winding up, the legal formalities associated with the process, the procedure to close LLP company in India, and the difficulties that the owners of the LLP may face while doing so.

A limited liability partnership (LLP) company, after the successful registration with the Ministry of Corporate Affairs (MCA), functions with the purpose of accomplishing the objectives of the business. However, there exist circumstances under which the need arises to close limited liability partnership company, wind up LLP company, or liquidate LLP company due to reasons such as financial troubles, market demands, restructuring, or legal formalities. The dissolution of LLP company can also be impacted under the LLP company strike off procedure, in case the LLP is non-active. The whole LLP company closure process includes the suspension of the LLP’s operations, clearing the liabilities, distribution of the assets, and the deregistration of the LLP with the MCA.

LLP Company Closure Certificate [Sample]

What is the Closure of an LLP Company?

Closure of LLP company is the strike-off procedure prescribed by law as the manner for LLP company closure or closing down a limited liability partnership. Based on its status and liability, an LLP company can be closed through the LLP company strike off procedure, the winding-up procedure, or the liquidation of LLP company. A dormant LLP company without any assets or liability can apply for LLP company strike off, while an existing LLP company must follow the LLP company winding up procedure as outlined below.

The process of LLP company closure includes obtaining partner consent, final account preparation, payment of debt and government dues, distribution of the remaining property, and filling the required LLP company closure form with the MCA. When an LLP is insolvent or faces any kind of financial problem, the process of liquidation becomes compulsory. When the process to close LLP company in India is completed, the existence of the LLP comes to an end.

Process for Closure of an LLP Company

Here is a simplified step-by-step process related to the closure of LLP company for Strike Off, winding up, and liquidation of LLP company:

Step 01 – Partner Approval: The partners fix a meeting where the winding up, liquidation, or striking off of the LLP firm is approved. The meeting should be accompanied by a notice with a period of at least 14 days.
Step 02 - Appointment of Liquidator (if applicable): In case of liquidation or winding up of an LLP company, it is possible to appoint a certified liquidator to take care of the company's assets as well as liabilities.
Step 03 - Liabilities Repayment: All liabilities are identified, verified, and liquidated. The LLP's assets are accounted for, and payments to its liabilities are made in a certain order.
Step 04 - Distribution of Assets: Any excess assets left after the process of settlement would then be distributed amongst the partners based on their contribution of capital or as per their LLP Agreement.
Step 05 – Filing with MCA:Form 24 is submitted to the Ministry of Corporate Affairs for the strike-off or closure of the LLP company.
Step 06 – Closure Confirmation: On confirmation, an MCA closes the LLC and provides a Closure Certificate.

Documents Required for Closure of LLP Company in India

Below are the necessary documents that are required for the closure of the LLP company, strike-off, or liquidation:

Board Resolution
List of creditors
Statement of Affairs
Financial Statement
Notarized Indemnity Bond
An affidavit in Form STK - 4
CTC of Special Resolution
Statement Containing any Pending Litigation (if any)

Fees for Closure of an LLP Company in India

The total cost of closure of LLP(Limited Liability Partnership) is ₹ 21,999 which includes government fee and professional filing fee of Professional Utilities.

Limited Liability Partnership (LLP) Closure	Fees
Government Fee	₹10,000/-
Professional Fee	₹11,999
Total Fee	₹21,999

Note:The aformentioned Fees is exclusive of GST.

Note: For the purpose of company closure a professional fee is charged by the company secretary, and an additional fee for Documents Processing and auditing(Notary and Stamp Paper).

Key Reasons for Closure of LLP Company

There may be certain reasons that may result in LLP company closure, striking-off, and winding-up of a limited liability partnership, which include:

Business Success or Merger: In some instances, the successful LLP may prefer closing or restructuring as a result of mergers or the attainment of objectives.
Financial Issues: Current losses, accumulated debt, or insolvency may give rise to the liquidation of LLP companies.
Business Strategy Modification: Market trends change or technological innovations might cause partners to want to close a presently existing LLP structure.
Exit or Retirement of Partners: When key partners retire or leave an LLP, it becomes difficult for them to wind up the company and hence results in an exit.
Strategic Reorganization:LLPs can wind down their business in order to change their structure if it suits their strategy.

Conclusion

Closure of an LLP Company is a complex and formally defined LLP company closure process involving LLP company strike off, winding up, or liquidation, depending upon the situation arising in this context. It is always advisable to seek proper consultation in this matter to abide by the regulations of the LLP Act and MCA while planning to close LLP company in India. Voluntary winding up of an LLP Company as well as compulsory liquidation leads to the dissolution of the LLP Company. The process to close limited liability partnership company can often be motivated by financial or regulatory factors. If anyone is in search of professional services related to LLP company strike off, liquidation of LLP Company, or LLP company winding up, they can contact Professional Utilities.

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FAQs on LLP Company Closure

What does LLP company closure mean?

Closure of an LLP company would mean the legal dissolution of a limited liability partnership by strike-off, winding up, or liquidation and, hence, removing it from the records of MCA.

What are the different ways to close an LLP in India?

Strike off, winding up, or liquidation of LLP company, depending on its activity and liabilities, are the ways for closing an LLP in India.

Can an LLP with liabilities be closed using strike off?

No, an LLP with outstanding liabilities is not eligible to apply for strike off and will have to opt for winding up or liquidation procedure.

What documents are needed for LLP company closure?

The key documents involved include partner resolution, statement of affairs, list of creditors, indemnity bond, financial statements, affidavits, and MCA forms.

How much does it cost to close an LLP company in India?

The whole closing cost for an LLP company would be Rs. 21,999, excluding GST fees.

When can an LLP apply for closure through strike off?

The LLP can make an application for strike-off in the case where it has stopped business activities and has neither assets nor liabilities.

What is the process of closure of LLP?

The process to close the LLP company includes obtaining the approval of the partner, payment of the liabilities, distribution of assets, filling Form 24, and confirmation of the MCA.