Winding Up Of Company / LLP

There are many reasons behind winding up an LLP.

• No Profitability & Idle Business Activities.
• Voluntary Winding Up or Bankrupt.
• Completion of project or Partner Death.

LLP Winding-Up Procedure

• The petition or an application for winding up of an LLP could be filed with the tribunal by the LLP itself or by any of its partner(s) or creditor(s) or by the Registrar or by Central Government or by a person authorized by Central Government.
• The tribunal is empowered with the special powers that can be exercised by the Tribunal as per his discretion on presentation of the petition.
• Once the petition for winding up of the LLP, has been received by the Tribunal, it fixes a date for its hearing and issued notice to the LLP to appear and justify its position and the Tribunal gives a public notice in order to inform everybody, particularly, the creditors and the partners, about winding up so that their concerns or objections could also be considered.
• Once the Tribunal passes and communicates the Winding-up order to the firm, the following consequences will follow :
  1. The petitioner and the LLP shall ensure that a certified copy of the winding up order has been filed with the ROC so that the Registrar could notify the fact in the Official Gazette.
  2. The winding-up order serves as a notice of discharge to all the employees and officers of the concerned Limited Liability Partnership.
  3. No suit or legal proceedings can be commenced against the LLP without the leave of the court. Even a suit, which is pending against the LLP at the date of winding up the order, cannot be preceded unless the permission of Tribunal is obtained.

Documents required for Winding Up of A company/LLP

An application is required to be made in e-Form 24 to remove the name of the LLP, including the followings:

• Address Proof of LLP
• NOC from the landlord (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 accounts 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 there of if entered into and not filed,
• An affidavit signed by the designated partners of LLP, either jointly/severally, to the effect: –
  1. That the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business.
  2. That Limited Liability Partnership has no liabilities and indemnifies any liability that may arise even after striking off its name from the Register.
  3. 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;
  4. 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: –
  1. The application in the form as may be prescribed must be accompanied by an Indemnity Bond given by each designated partner duly notarized about the liabilities that even after the removal of the name of such LLP, the liabilities will be met. 
  2. Indemnity Bond should 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.

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