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Corporate Compliance

5 Simple Steps to LLP Wind up

Preparation of Special Resolution
Get Certification of Balance sheet by CA
Digital CA will prepare ROC filing form
Digital CA Apply ROC Form with Supporting Documents
Get SRN Acknowledgement

Pre-requisites Conditions for filing Form-24

  • Cease all commercial operations (Cessation of commercial operation means LLP ceased to carry on its revenue-generating business and the transactions such as receipt of money from debtors or payment of money to creditors, subsequent to such cessation will not form part of the revenue-generating business of LLP).
  • Close Bank Account(s) opened in the name of LLP and obtain letter evidencing the closure from the Bank.
  • All Creditors need to be paid off.
  • LLP agreement if not filed with MCA, need to be filed with the amendments done so far.
  • Form-8 and Form-11 up to the end of the Financial Year in which LLP ceased to carry business activity must be filed before filing Form- 24.
  • All assets need to be disposed of to pay liabilities of the LLP, surplus assets if any shall be distributed amongst the partners.

Basic Documents

Enclosures to Form 24

1. Affidavit and Declaration by all designated partners declaring that

  • The LLP ceased to carry or has not commenced business activity.
  • The LLP has no liability and Partners will indemnify the liability arising after striking off the name from the Register.
  • The LLP has no bank account opened on its name and where it had opened the same has been closed together with the certificate of closer.
  • The LLP has not filed any income tax return where it had not carried any business activity since its incorporation, wherever applicable.

2. Copy of latest Income Tax Return and a copy of the acknowledgment of the same, if LLP commenced business.

3. Deed of LLP

4. Certificate by Practising Charted Accountant showing NIL Assets and NIL Liability of LLP, the certificate needs to be obtained not earlier than 30 days of filing Form-24.


Winding up of functional LLP

  • Pass resolution for winding up by taking approval of three-fourths of the total number of partners.
  • File copy of Resolution to the registrar within 30 days in Form No. 1
  • Declaration of solvency need to be filed by the majority of designated partners in Form No. 2 v
  • Accompanied by Statement of Assets and Liabilities in Form No. 4 for the period up to which accounts are prepared latest before filing declaration duly attested by two designated partners.
  • The declaration needs to be filed with the registrar in Form No. 3 within 15 days of the passing of the resolution.
  • Take approval of Creditors (Secured and Unsecured ) for winding up and a copy of above-mentioned declaration need to send them by speed post with the amount due to each of creditor and offers for acceptance for them.
  • Creditors shall give their consent or opinion within 30 days of receipt of the declaration where Creditors two-third in value 


All Inclusive Fees

  • Under fast track exit mode with only one partner
  • No Transaction since Incorporation


All Inclusive Fees

  • Under fast track exit mode
  • UP to four partners having no creditors


All Inclusive Fees

  • UP to four partners having one creditor
  • UP to four partners having one creditor

Basic Information


The Declaration need to be filed with the registrar in Form No. 5 within 15 days of receipt of the consent of creditors.

Publish in a Newspaper

After receiving the consent of Creditors, within 14 days notice of voluntary winding up need to be published in a Newspaper circulating in the district where the registered/ principal office of LLP is situated.

Appointment of LLP Liquidator

The LLP Liquidator is appointed within 30 days of-

  • Passing of resolution in the case where no creditors.
  • Receiving consent of creditors

Form No. 6

The Liquidator after his appointment is required to file Form No. 6 disclosing a conflict of interest and lack of independence if any to partners or creditors as the case may be.

Form No. 8.

The liquidator shall report the progress of winding up to the partners or creditors Quarterly (31st March, 30th June, 30th September and 31st December) in Form No. 8.

Form No.9

On disposal of all assets and affairs of LLP, the liquidator shall give the report in Form No.9 showing assets and debts which has been disposed of off to the partners and creditors.

Form No. 10 & Form No. 11

The liquidator shall send the final copy of accounts and report in Form No. 10 to the registrar and to the tribunal within 15 days of the passing of the resolution.

The liquidator shall file an order of tribunal in Form No. 11 to the registrar within 30 days of receipt of an order from a tribunal.

Start 9999 /- all inclusive fees
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