LLP

Winding Up Procedure

Start your LLP winding up procedure online at just INR 9,999/- only.

Ebizfiling guides you step-by-step through winding up LLP, ROC closure forms, and compliance.

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LLP Winding Up Procedure 

About Our Service

The LLP winding up procedure helps you close an LLP legally when it is inactive or not operating. We help you complete the closure process, file forms, and complete ROC compliance smoothly.The LLP winding up procedure is the legal process of closing a Limited Liability Partnership that is no longer doing business. It ensures that the LLP is officially removed from the Ministry of Corporate Affairs (MCA) records and frees partners from future liabilities.

An LLP can apply for winding up if it has been inactive for a long period, has no assets or liabilities, or if partners mutually agree to close it. The closure is done by filing the required documents, such as affidavits, indemnity bonds, and past filings. Once the ROC approves the application, the LLP is dissolved.Winding up LLP the proper way helps avoid penalties, late fees, and notices from the MCA for non-compliance. With the right guidance, the process is simple, structured, and completely online.

LLP winding up is needed when the business is inactive, not generating revenue, or partners decide to stop operations. It is suitable for LLPs with no liabilities, no transactions, or those struggling to meet annual compliance. Entrepreneurs planning to close old entities before starting a new business also benefit from the winding up LLP process.

Close-Your-LLP-Legally-&-Easily

Why Ebizfiling?   

Ebizfiling helps LLPs complete the winding up procedure with expert guidance, document drafting, and ROC filing support. Our team ensures your LLP closure is accurate, compliant, and completed on time. We also support related services such as Strike off OPC, Company Closure and Dissolution of Firms. You may get in touch with our compliance manager on 09643203209 or email info@ebizfiling.com for free consultation.

LLP Winding Up Charges

Choose Your Package

ESSENTIAL

9999/-

(All Inclusive)

  • Wind up an LLP with no transactions since incorporation
  • Preparation of Statement of Accounts
  • Preparation of Indemnity Bond
  • Preparation of Affidavits
  • Documents preparation

ENHANCED

10999/-

(All Inclusive)

  • Wind up an LLP with no transactions since incorporation
  • 2 Directors' DIR 3 KYC
  • Preparation of Statement of Accounts
  • Preparation of Indemnity Bond
  • Preparation of Affidavits
  • Documents preparation

ULTIMATE

22599/-

(All Inclusive)

  • Wind up a company with no transactions since incorporation
  • 2 Directors' DIR 3 KYC
  • Form 8 and Form 11 Filing for 1 Financial year
  • Nil ITR filing
  • 2 DSC Application Class III Individual 2 Year Validity
  • GST Cancellation Application
  • Preparation of Statement of Accounts
  • Preparation of Indemnity Bond
  • Preparation of Affidavits
  • Documents preparation
  • Filing of GSTR-10 (Final Return)

 Advantages of LLP Winding up with Us

Legal Closure

Winding up allows your LLP to close legally and removes it from MCA records so partners do not face future penalties or legal issues later.

Cost Saving

 Closing an inactive LLP helps avoid high penalties for non-filing and prevents unnecessary compliance costs in the coming financial years.

Easy Process

The procedure is simple when handled correctly, with online forms and clear submissions that allow partners to complete closure smoothly.

Liability Free

Once the LLP is dissolved, partners are free from ongoing liabilities, ensuring financial and legal clarity for future business plans.

ROC Compliance

Proper winding up ensures that your LLP meets all legal rules set by MCA and avoids notices, show-cause letters, or compliance risks later.

Clean Exit

 Partners get a clean and official exit from the LLP structure, allowing them to start new ventures without pending compliance issues.

 Documents required for LLP Winding Up Procedure   

  • PAN of all partners

  • LLP Agreement copy

  • Partners’ address proof

  • Bank closing statement of LLP

  • Affidavit and indemnity bond (we prepare)

  • Statement of accounts (not older than 30 days)

  • Consent of partners

  • DSC of designated partners

 Step-by-Step LLP Winding Up Process 

1

Document collection

2

Preparation of closure papers

3

ROC filing

4

Clarification submission

5

Dissolution confirmation

 How Ebizfiling Helps LLP Winding Up Procedure  ?

  • Document Review: We verify all partner documents and ensure they match the LLP closure requirements as per MCA guidelines.

  • Form Preparation: We prepare affidavits, indemnity bonds, and required ROC forms needed for submitting the winding up request.

  • Filing with the ROC: Our team files the closure documents with the Registrar of Companies and keeps you updated on every step.

  • Compliance Check: We check if past filings or pending compliances need to be completed before applying for winding up.

  • Follow-up Support: We coordinate with ROC for queries, clarifications, or re-submissions, ensuring smooth processing.

  • Final Approval Guidance: We guide you until the ROC issues the official dissolution order confirming that the LLP is fully closed.

FAQs

FAQs for LLP Winding Up Procedure

Get answers to all your queries

  • What is the LLP winding up procedure?

    It is the legal process to close an LLP by submitting affidavits, statements, and forms to the ROC. Once approved by the MCA, the LLP is dissolved and removed from official records.

  • When should an LLP apply for winding up?

    You should apply when the LLP is inactive, has no business operations, or partners agree that continuing the firm is no longer viable. Early closure helps avoid penalties for non-filing.

  • Do all partners need to approve the closure?

    Yes. Winding up requires written consent from all designated partners, confirming that they agree to dissolve the LLP. Their signatures are mandatory on closure documents.

  • Can an LLP apply for closure if annual filings are pending?

    Yes, but only after completing the pending filings. ROC does not consider the application unless the LLP clears overdue compliance such as Form 8 and Form 11.

  • Does an LLP need to have zero liabilities for closure?

    Yes. Before applying for winding up, the LLP must confirm it has no loans, dues, creditors, or pending payments. A statement of accounts is submitted to prove this.

  • What if the LLP never opened or already closed its bank account?

    You must submit a final bank statement showing a zero balance or closure. If no account existed, partners must declare this in the affidavit during filing.

  • How long does the LLP winding up process take?

    It usually takes 30 to 90 days depending on the ROC’s workload, document accuracy, and whether any clarifications or re-submissions are required.

  • Do partners need to visit any government office?

    No. The entire procedure is online. Partners only need to sign the affidavits and documents, and submit them digitally through their DSC.

  • Which forms are required for winding up an LLP?

    The process requires affidavits, indemnity bonds, statements of accounts, partner consent, and the LLP closure form. These documents must follow MCA format.

  • Can an LLP resume operations after it is dissolved?

    No. Once the ROC issues the dissolution order, the LLP legally ceases to exist. To restart activities, a new LLP or company must be registered.

  • Can partners exit individually instead of closing the LLP?

    No. Winding up is for complete closure of the LLP. If only one partner wants to exit, the LLP must add a new partner instead of closing the entity.

  • Is ROC approval mandatory for LLP closure?

    Yes. LLP closure is not valid unless the ROC reviews the documents and issues an official notice of dissolution. This confirms the LLP is removed from MCA records.

  • What happens if ROC rejects the winding up application?

    We review the reason for rejection, correct the documents, and resubmit them. Most rejections arise from incomplete affidavits, missing attachments, or outdated statements.

  • Will partners still face penalties after the LLP is closed?

    No. Once dissolved, future penalties stop because the LLP no longer exists. However, penalties for past years (if any) must be cleared before applying.

  • What should be done with the assets of the LLP before closure?

    All assets must be sold, distributed, or transferred before applying. A declaration confirming no assets or liabilities must be filed with the ROC.

  • What is the difference between strike off and winding up?

    Strike off is simpler and used when the LLP is inactive with no business for years. Winding up is a more detailed process used when the LLP had operations or liabilities earlier.

  • Can partners start a new business after winding up an LLP?

    Yes. Once closure is completed, partners are free to start a new LLP or a private limited company without any restrictions or compliance burden from the old entity.

  • Is DSC mandatory for LLP winding up?

    Yes. Partners must sign all electronic forms with a Digital Signature Certificate. Without DSC, ROC will not accept the closure application.

  • Is an audit required before applying for closure?

    Audit is required only if the LLP crossed the audit threshold. For winding up, partners must prepare a statement of accounts not older than 30 days.

  • Why should I hire a professional for LLP winding up?

    A professional ensures that affidavits, bonds, financial documents, and ROC forms are filed correctly. This avoids rejections, delays, and unnecessary penalties during closure.

Reviews

  • Akash Mitra

    Akash Mitra

    02 Mar 2024

    I had a very complicated LLP striking off requirement. It took a long time due to Government (MCA) delays. Through out the period EbizFiling continued to support me and successfully completed the assignment. Truly stellar service, and I particularly want to thank Aman for his support. Will continue to do business with them.

  • Bhavya-Goel

    Bhavya Goel

    19 Jun 2025

    Top-Notch Service for LLP Setup – Highly Recommend Ebizfiling! Working with Ebizfiling to set up our LLP was an absolute delight! Their professionalism and commitment to delivering a hassle-free experience stood out from day one. The entire process was handled with exceptional care and efficiency, making it smooth and straightforward for us. Complete Transparency: One of the best things about Ebizfiling is their ability to simplify complex procedures. They explained every step clearly, ensuring we understood what was required at every stage. Their transparency gave us full confidence in their expertise. Attentive and Supportive Team: The team at Ebizfiling truly excels in customer service. They patiently addressed all our questions and concerns, no matter how small, and were always available to guide us. Their personal attention and dedication made us feel valued and assured throughout the process. Seamless Execution: From documentation to compliance, Ebizfiling handled everything flawlessly. Their meticulous approach ensured there were no delays or errors, and their ability to manage timelines efficiently was impressive. If you’re looking for a service provider who combines expertise, clear communication, and a client-first approach, Ebizfiling is the way to go. I highly recommend them to anyone looking to set up an LLP or manage similar legal processes. Thank you, Ebizfiling, for exceeding our expectations and making the experience so effortless!

  • Deepika Khan

    29 Sep 2018

    I would rate 5/5 for their services, pricing and transparency.

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