Winding up of an LLP (Limited Liability Partnership) is the process of closing the LLP’s business, settling liabilities, and distributing remaining assets before dissolving the entity.
| Type | Description |
|---|---|
| Voluntary Winding Up | LLP partners decide to wind up the LLP voluntarily. |
| Compulsory Winding Up | Ordered by the Tribunal (NCLT) due to insolvency or other reasons. |
LLP’s term expires or purpose is achieved.
LLP unable to pay its debts.
LLP resolution by partners.
Tribunal orders winding up on just and equitable grounds.
Partners’ Resolution
Partners pass a resolution to wind up the LLP.
Appoint Liquidator
Designate a liquidator to manage winding up process.
Public Notice
Publish a public notice in official gazette and newspapers.
Settle Liabilities
Liquidator pays off all debts and liabilities.
Distribute Remaining Assets
After liabilities, remaining assets are distributed among partners.
File Form 24
File Form 24 (Application for striking off the LLP) with the Ministry of Corporate Affairs.
Strike off & Dissolution
Registrar issues order for striking off and LLP is dissolved.
Petition filed before the National Company Law Tribunal (NCLT).
Tribunal appoints liquidator and supervises winding up.
Liquidator settles dues and distributes assets.
LLP is dissolved on completion.
Resolution of partners
Consent of liquidator
List of creditors and debts
Declaration of solvency (if applicable)
Form 24 for striking off
LLP partners have limited liability until winding up completes.
Winding up must comply with LLP Act, 2008 provisions.
Timely filing with MCA is necessary to avoid penalties.
