Winding Up — LLP — Formally Closing a Limited Liability Partnership.

An LLP cannot simply be abandoned — it must be formally closed through one of the routes prescribed under the LLP Act, 2008 read with the LLP (Winding Up and Dissolution) Rules, 2012. The available routes are: voluntary winding up by the partners (with or without a declaration of solvency), compulsory winding up by the National Company Law Tribunal (NCLT), or striking off under Rule 37 of the LLP Rules, 2009 (via Form 24), which is available for defunct LLPs that have no pending liabilities, no assets, and no pending litigation.

Voluntary winding up begins with a resolution by partners to wind up the LLP. Where the designated partners can make a Declaration of Solvency — confirming that the LLP will be able to pay its debts within 12 months — it proceeds as a members' voluntary winding up. A liquidator is appointed, assets are realised, creditors paid, the surplus distributed among partners, and final accounts filed. Where solvency cannot be declared, it proceeds as a creditors' winding up, with greater creditor involvement.

For LLPs that have been non-operational for at least one financial year, have no assets or liabilities, and whose pending annual filings (Form 8 and Form 11) are all cleared, the striking off route via Form 24 is the quickest and most cost-effective path. All annual filings must be current before Form 24 is filed. We assess the appropriate route, clear any pending compliance, manage the partner resolution and liquidator appointment where required, and handle all Registrar and Tribunal filings through to the final dissolution.