Last updated: 3 Nov 2026

Virtual Auditor

LLP Winding Up

Last updated: 3 Nov 2026

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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.

What is LLP Winding Up?

Regulatory Framework

LLP winding up is governed by Sections 63-65 of the Limited Liability Partnership Act, 2008 read with the LLP (Winding Up and Dissolution) Rules, 2012. Two modes: voluntary winding up (by partners' resolution when LLP has no debts or can pay debts in full within one year) and compulsory winding up (by NCLT order on petition by partners, creditors, or Registrar).

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

Step-by-Step Process

    Step 1

    File all pending Form 8 and Form 11

      Step 2

      Clear all tax liabilities and cancel GST

        Step 3

        Settle debts and close bank accounts

          Step 4

          File Form 24 with RoC for strike-off

            Step 5

            Receive confirmation of dissolution

            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.

            When This Service Is 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:

            For strike-off under rule 37 of the LLP Rules, 2009: Form 24 with the consent of all partners, an affidavit from each designated partner that the LLP has no assets or liabilities and has not carried on business for at least one year, a statement of account showing nil assets and liabilities certified by a chartered accountant (not older than 30 days), the latest income-tax return acknowledgement, the LLP agreement with amendments, bank account closure certificate and any pending Form 8 and Form 11 filings. For winding up under the LLP (Winding up and Dissolution) Rules, 2012: declaration of solvency, special resolution of partners and the liquidator's appointment.

            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: the filed Form 24 (application to strike off the LLP's name) with SRN, the statement of account and solvency certified by a chartered accountant, the partners' affidavits and indemnity bond as filed, the acknowledgment of the LLP's final income-tax return, and the Registrar's notice striking off the LLP once it is published.

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

            Updated for FY 2026-27

            This service page reflects the regulatory requirements as of November 2026, incorporating the Income-tax Act, 2025 (in force from 1 April 2026), the Finance Act, 2026, the GST notifications and circulars of October–November 2026, 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.

            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.

            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-₹5,999 (professional fees only; govt fees and stamp duty extra). 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.
            Can an LLP be struck off instead of being wound up?
            Yes. An LLP that has not carried on business for one year or more can apply in Form 24 under rule 37 of the LLP Rules, 2009, with the partners' consent, an affidavit and a statement of nil assets and liabilities. Winding up under Sections 63 to 65 of the LLP Act and the LLP (Winding up and Dissolution) Rules, 2012 applies where assets or creditors remain.
            Must pending Form 8 and Form 11 be filed before Form 24?
            Yes. Overdue returns up to the end of the financial year in which the LLP ceased business must be filed first; the Registrar does not process Form 24 with returns outstanding.

            Related Services

            Winding Up of CompanyAdd Partner to LLPLLP Annual FilingVoluntary LiquidationLLP Registration in BangaloreLLP Registration Chartered Accountant ChennaiLLP Registration in MumbaiForm 15CA / 15CB Filing

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