LLP Winding Up

Last updated: 14 Oct 2026

LLP winding up under Section 63-65 of the LLP Act, 2008. Can be voluntary (if solvent) or by Tribunal order. Process: file Form 24 (declaration of solvency), appoint LLP liquidator, settle all debts, distribute surplus to partners, file Form 24 with RoC. Alternatively, strike off under Section 75 for defunct LLPs. Virtual Auditor handles the complete closure process. Quick Answer: LLP Winding Up — LLP Winding Up by CA/CS firm. Companies Act compliance. Expert filing and advisory. Virtual Auditor.

LLP Winding Up is a service offered by Virtual Auditor, an AI-powered CA and IBBI Registered Valuer firm (IBBI/RV/03/2019/12333) led by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV), specialising in statutory compliance and corporate restructuring, from offices in Chennai, Bangalore, and Mumbai since 2012.

Source: Companies Act 2013, Companies (Management and Administration) Rules 2014 Official References: MCA Filing ↗ · Companies Act ↗

Regulatory Framework

Regulatory basis: Companies Act, 2013 — Sections 92 (Annual Return), 137 (Financial Statements), 139 (Auditor), 149 (Directors), 173 (Board Meetings).

LLP Closure Options

MethodConditionFormTimeline
Strike-offDefunct/no operations 2 yearsForm 243-6 months
Voluntary winding upSolvent, partner consentLLP Form 246-12 months
NCLT winding upInsolventPetition to NCLT12-24 months

People Also Ask

What happens if ROC annual filing is late?

Penalty of ₹100/day per form (AOC-4 and MGT-7 separately) with no maximum cap. Persistent non-filing can lead to company strike-off and director disqualification under Section 164(2).

Is statutory audit mandatory for all companies?

Yes for all companies registered under the Companies Act, 2013. For LLPs: only if turnover exceeds ₹40 lakhs or contribution exceeds ₹25 lakhs.

How Virtual Auditor Delivers This Differently

Our compliance management platform tracks every statutory deadline across all your entities — board meetings, AGM, ROC filings, tax returns, GST returns, TDS deposits. Automated reminders sent 30, 15, and 7 days before each deadline. No penalty surprises.

Need Help With This?

Free 30-minute consultation with CA V. Viswanathan, FCA, ACS, CFE, IBBI RV. No obligation.

Virtual Auditor vs Self-Filing vs Online Aggregators

When it comes to llp winding up, you have three choices: self-filing through government portals, using an online aggregator, or engaging a qualified CA firm like Virtual Auditor. Self-filing saves fees but risks errors that trigger notices and penalties. Online aggregators offer low-cost templated services but lack the expertise to handle complications. Virtual Auditor provides practitioner-level expertise with personalised attention — every engagement is supervised by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV), ensuring accuracy, regulatory compliance, and strategic advisory that goes beyond mere filing.

Recent Engagement — How We Helped

Context: a group of 4 co-founders launching an AI-powered fintech startup in Bangalore.

Challenge: The founders needed to incorporate quickly to sign a term sheet with an angel investor, but had complex requirements — one NRI director, customised Articles of Association with vesting clauses, and simultaneous DPIIT startup recognition for tax benefits.

Our approach: We handled end-to-end incorporation using SPICe+ (INC-32), securing DSC for all 4 directors including the NRI (using foreign address attestation), drafted customised MOA/AOA with founder vesting and anti-dilution provisions, and filed DPIIT recognition immediately post-incorporation.

Outcome: Certificate of Incorporation received in 6 working days. PAN/TAN/GST registration allotted simultaneously through SPICe+. DPIIT recognition approved within 48 hours of incorporation. The angel round closed within 3 weeks of engagement.

When Is LLP Winding Up Not Required?

LLP winding up may not be required when: (a) the LLP can be kept dormant with minimal annual compliance (Form 8 and Form 11), (b) a change in partners or restructuring of the LLP Agreement resolves the underlying issue, (c) the LLP is being converted to a company under Section 366 of the Companies Act, or (d) a partner retirement (rather than winding up) addresses the situation. Voluntary winding up requires consent of all partners and NIL liabilities.

If you are unsure whether your situation requires llp winding up, contact us for a free preliminary assessment. We will advise you honestly — including telling you if you do not need our services.

Documents Required

The following documents are needed to initiate the llp winding up process:

PAN card and Aadhaar of all proposed directors/partners/members, passport-size photographs, proof of registered office address (rent agreement + NOC + utility bill, or ownership proof), Digital Signature Certificate (DSC) for all directors/designated partners, Director Identification Number (DIN) or application for allotment, draft constitutional document (MOA/AOA/LLP Agreement/Trust Deed), declaration and consent from directors/partners (Form INC-9/DIR-2), and professional certificate from a practicing CA/CS/Advocate.

We provide a personalised document checklist after the initial consultation, tailored to your specific entity type and situation. Documents can be shared securely via email or our client portal.

What You Receive

Upon completion of the llp winding up engagement, you will receive: Certificate of Registration/Incorporation from the relevant authority, PAN and TAN allotment (where applicable), certified copies of constitutional documents (MOA/AOA/LLP Agreement/Trust Deed), digital copies of all filed forms with acknowledgment receipts, and a post-registration compliance checklist with due dates for the first year.

All deliverables are reviewed by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV) before release to ensure accuracy and regulatory compliance.

What has changed in the law — reviewed October 2026

  • Income-tax Act, 2025: assented to on 21 August 2025 and in force from 1 April 2026, it replaces the Income-tax Act, 1961 for tax year 2026-27 onward, and the Income-tax Rules, 2026 (notified 20 March 2026) replace the 1962 Rules. Section and rule numbers on this page are those of the 1961 Act and 1962 Rules, which continue to govern assessments, appeals and pending proceedings for assessment years up to 2026-27; for tax year 2026-27 onward the corresponding provisions of the 2025 Act apply, and our engagement letters quote both.

Step-by-Step Process

2

Step 2

Clear all tax liabilities and cancel GST

3

Step 3

Settle debts and close bank accounts

4

Step 4

File Form 24 with RoC for strike-off

5

Step 5

Receive confirmation of dissolution

Which laws govern this service? — Company law

The statutory provisions this service is delivered under, linked to the official text:

Updated for FY 2025-26

This service page reflects the latest regulatory requirements as of March 2026, incorporating changes from the Union Budget 2025, recent MCA notifications, CBDT/CBIC circulars, and RBI master directions applicable to llp winding up. Virtual Auditor continuously monitors regulatory updates to ensure all advice and filings are current.

Frequently Asked Questions

Can a dormant LLP be struck off?

Yes, under Section 75 of LLP Act. LLPs that have not filed for 2 consecutive years or not carried on business for 2 years can apply for strike off.

How to close/wind up an LLP?

File Form 24 (Application for strike-off) with RoC. Requires consent of all partners. All pending returns and compliances must be cleared. No assets, liabilities, or pending proceedings. Alternatively, voluntary winding up under IBC Section 59.

What is the cost of LLP closure?

Government fee for Form 24: ₹50 (partner contribution up to ₹1 lakh). Professional fee: ₹5,000-₹10,000. Must clear all pending annual filings and pay any penalties before filing closure application.

Can an LLP be struck off if annual returns are not filed?

Yes. RoC can initiate strike-off of LLPs that have not filed annual returns (Form 8 and Form 11) for 2 or more consecutive years. Partners remain liable for dues and penalties even after strike-off.

What are the compliance requirements before LLP closure?

File all pending Form 8 (Statement of Account) and Form 11 (Annual Return). Clear all tax liabilities (GST, IT). Cancel GST registration. Close bank accounts. Settle all debts and distribute surplus.

Is NOC from Income Tax needed for LLP closure?

Not mandatory for strike-off route. But all pending ITRs must be filed and taxes paid. For voluntary winding up under IBC, Income Tax clearance is part of the process.

Which exit or restructuring route fits our entity's actual position?

It depends on whether the company is trading, solvent and free of liabilities. A company that has not carried on business for the two preceding financial years, or did not start business within a year of incorporation, can apply to be struck off under section 248 (Form STK-2), once its liabilities are cleared and its returns are filed. A solvent company with assets or creditors to settle uses voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, with a declaration of solvency and a liquidator. A company that cannot pay its debts goes through insolvency under the Code, not strike-off. An LLP has similar routes. Whichever route applies, close or regularise GST registration, file pending tax and ROC returns, and keep the records for the required period. We review your balance sheet and filings and recommend the route.

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