Closure of LLP in Chennai

Closing a Limited Liability Partnership (LLP) is an essential requirement when the LLP has not commenced operations or has not carried out its business for at least a year. It is a crucial legal process that must be done carefully to avoid penalties. Whether an LLP is no longer active, facing financial difficulties, or no longer required, it must be legally dissolved as per the LLP Act, 2008. At Chennai Filings, we specialise in LLP closure services in Chennai. We ensure that the entire process is smooth, legally compliant, and hassle-free. We handle all legal formalities, filings, and approvals so you can focus on your next business venture without any worries.

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Need for Closing an LLP in Chennai

There are several reasons why partners may decide to wind up an LLP, and some of the reasons are mentioned below:

  • Business Closure – The LLP is no longer operational, or it has not commenced its commercial operations for 1 year.
  • Financial Losses – The business is making continuous losses.
  • Partner Disputes – Conflicts between partners make business operations impossible.
  • Inability to Pay Debts – The LLP becomes insolvent and is unable to pay its creditors.
  • Non-Compliance – The LLP has failed to file annual returns for five consecutive years.
  • Legal Action – A court or tribunal has ordered the LLP to shut down due to legal violations.

If an LLP is not closed correctly, it will continue to attract penalties and legal complications, even if no business is being conducted.

Methods of Closing an LLP in Chennai

There are three ways to close an LLP yourself, which are based on the situation and legal requirements.

1. Strike off its name:

When an LLP has not conducted any business for at least a year, the LLP is declared ‘Defunct’, and an application is filed with the Registrar of Companies (RoC) to remove its name from the register.

2. Voluntary Closure (Voluntary Winding Up):

If the partners of an LLP decide to close the business on their own, they can opt for voluntary winding up. This is possible if:

  • The LLP has no pending debts or
  • It can repay all its debts within one year by selling assets.

This process requires approval from 3/4th of the partners and 2/3rd of the creditors. Once the necessary approvals are received, a liquidator is appointed to settle accounts, sell assets, and complete the closure.

3. Compulsory Winding Up (Tribunal Order)

An LLP is forced to shut down if a tribunal or court orders its closure. This happens when:

  • The LLP fails to meet statutory requirements, as it has not filed its annual return for five consecutive years.
  • The LLP is involved in fraudulent activities.
  • The LLP is insolvent and unable to repay debts.
  • The LLP is acting against public interest, sovereignty, integrity, national security, or public interest.

In such cases, the High Court or National Company Tribunal (NCLT) appoints a liquidator who controls the LLP’s assets and liabilities and carries out the closure process.

Step-by-Step Process for Voluntary Winding Up of an LLP

Step 1: Pass a Resolution for Closure

  • The partners must pass a resolution approving the closure of the LLP.
  • This resolution must be signed by at least 3/4th of the partners.
  • If the LLP has creditors, at least 2/3rd of them must approve the closure.

Step 2: Submit Declaration & Affidavit to ROC

  • The designated partners must submit a declaration (affidavit) stating:
    • That the LLP has no outstanding debts or
    • The LLP can clear all debts within one year by selling assets.
  • This declaration must be filed with the Registrar of Companies (ROC) within 15 days of passing the resolution.

Step 3: Public Notice in the Newspaper

  • Public Notice stating the striking off of the LLP’s name shall be published in the region where the LLP is structured. The notice must be published within two weeks of receiving the creditor(s)’ consent.

Step 4: Appointment of Liquidator

  • The LLP must appoint a liquidator to settle debts, sell assets, and close business operations.
  • The liquidator prepares a final report on the LLP’s financial status and submits it to the ROC.

Step 5: Submit the Application to the Tribunal

  • Once the liquidator has prepared the final report and the final copy of accounts to the RoC for approval.
  • Once the RoC reviews and accepts the final report, the LLP will be officially dissolved.

Step 6: Filing with ROC & Final Gazette Notification

  • After the Tribunal’s approval, the LLP files the closure application with the ROC.
  • The Registrar of Companies (ROC) issues a public notice in the Official Gazette, confirming that the LLP is officially dissolved.

⏳ Time Required: 2-6 months, depending on ROC and Tribunal approvals.

Why Choose Chennai Filings for LLP Closure in Chennai?

Hassle-Free Process – We handle all filings, paperwork, and follow-ups.
Expert Legal Guidance—Our compliance specialists ensure that all documents and forms comply with the set standards!
Quick Processing – Avoid unnecessary delays and penalties.
Affordable & Transparent Pricing – No hidden costs.
Ongoing Support – Assistance with tax clearances and other compliance matters.

Avoid future penalties and legal issues—close your LLP legally with Chennai Filings!

FAQ's

1. What happens if I don’t close an inactive LLP?

If an LLP is inactive but not officially closed, it continues to attract penalties for non-filing returns, which can lead to several legal consequences.

The entire process takes 2-6 months, depending on approvals from the ROC and Tribunal.

No, the LLP must clear all outstanding debts before applying for closure.

Yes, at least 3/4th of the partners must agree to the closure.

Yes, the Registrar of Companies (ROC) must approve and issue a closure certificate; otherwise, an LLP will not be closed.

No, once an LLP is officially dissolved, it cannot be revived.

Yes, a public notice is published in the region where LLP is registered.

No, the LLP has to file all pending annual returns and clear tax obligations.

We provide end-to-end assistance, handling all legal, tax, and compliance aspects for LLP closure.

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At Chennai Filings, we ensure a smooth, error-free LLP closure process, so you don’t have to worry about future legal or compliance issues. Let’s get started today!

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