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Closing a Liability of partnership

The LLP (Limited Liability Partnership) which is not leading on any business plan since incorporation or terminates to carry on the profession for one year or more can apply for its closure including ROC to strike off the name of the LLP. Any LLP can close down its business by adopting any of the following two ways, which are as follows:-

The Essential Documents Required to Close an LLP

  • An application is required to be made in e-Form 24 to strike off the name of the LLP, with following below mentioned documents:-

  • Address Proof of firm has to be submitted. Also, an NOC from the landlord will be submitted. (If the registered office place is rented, rent agreement & one utility bill (water bill, electricity bill, property tax bill, gas receipt etc.)

  • A statement of account revealing NIL assets & NIL liabilities, made up to a date not earlier than thirty days of the date of filing of Form 24 certified by a Chartered Accountant in practice.

  • Copy of acknowledgement of latest ITR- Self Explanatory

  • Copy of the initial LLP agreement, along with changes thereof if entered into and not filed,

  • An affidavit signed by the designated partners of LLP, either jointly/severally, to the effect:-

  • That the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from ………….(dd/mm/yyyy);

  • That the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register;

  • That the Limited Liability Partnership has not opened any Bank Account and where it had opened, the said bank account has since been closed together with certificate(s) or statement from the respective bank demonstrating closure of Bank Account;

  • That the LLP has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable.

  • NOC from Creditors:- NoC for strike-off to be obtained from secured creditors & Partners, if any

  • Copy of Detailed Application- Mention full details of LLP plus reasons for closure

  • Copy of Authority to Make the Application- Duly signed by all the Partners

  • Indemnity Bond:-

  • The application in the Form as may be prescribed must be accompanied with an Indemnity Bond given by each designated partner of applicant LLP separately, duly notarized to the effect that should there be any liabilities on the LLP, such liabilities will be met in full by the designated partners of the applicant LLP even after the name of the LLP is struck off the register of the companies and will be liable jointly as well as severally.

  • Indemnity Bond is required to be given on the Non Judicial Stamp Paper of adequate value as applicable in the State where the Registered Office of the LLP is situated. Therefore, the text of the Indemnity Bond should be typed on the Non-Judicial Stamp Paper and then should be executed before the Public Notary

  • Before the introduction of the LLP (Amendment) Rules, 2017, the procedure for winding up an LLP used to be extended and burdensome. On the other hand, with the introduction of LLP E-Form 24, the procedure has been made simple and easy. Hence, it’s best for Entrepreneurs having dormant or defaulting LLPs that are accruing penalty to use this opportunity to close the LLP.

Revival of Struck Off Companies

Strike off means temporary closure of Companies following the provisions of the Companies Act, 2013 that is a substitute to winding up of the Company where the Company can get the Company revived for a period of ‘twenty years’ from the date of strike off of the company.

 

:Documents that shall be filed with the attachments exhibiting that the Company was actually in operations

  • Up-to-date bank statements

  • Quickly Obtainable signed balance sheets.

  • AGM Minutes/CTC of Board Minutes

  • Copy of acknowledgments paid concerning ITR/ TDS/ Gratuity/ PF by the Company.

  • Copy of latest sales bills/invoices

  • The Company may give any other government document as evidence that it will materialize as on date in the form NCLT 6, an Affidavit is required verifying the petition

  • The order passed by the ROC for striking off

  • Certificate of Incorporation

  • Memorandum of Association and AOA

  • Copy of audited financial statements will be required from when the fiscal year it has not been filed with the ROC

  • Memorandum of Appearance

  • Any other documents conditional upon the circumstances and case to case base.