Dissolution & Winding up of an LLP


A Limited Liability Partnership (LLP) is a unique business structure that combines the advantages of a traditional partnership with the benefits of limited liability protection. Introduced in India through the Limited Liability Partnership Act, 2008, LLPs have gained popularity among professionals, entrepreneurs, and small to medium-sized businesses.

To voluntarily dissolve a Limited Liability Partnership (LLP) and wind up its affairs, certain processes and requirements need to be followed. Here is an overview of the steps involved:

1. Partner’s Meeting: The first step is to convene a meeting of all partners to discuss and pass a resolution for the voluntary dissolution of the LLP. The resolution should be approved by a majority of partners or as per the provisions mentioned in the LLP agreement.

2. Appointment of Liquidator: The partners need to appoint a liquidator to oversee the winding-up process. The liquidator can be a partner or an external professional, such as a chartered accountant or a company secretary. The appointment of the liquidator should be recorded in the minutes of the meeting.

3. Public Notice: Once the decision for voluntary dissolution is made, a public notice must be published in an official gazette and in at least one newspaper circulating in the locality where the registered office of the LLP is situated. The notice should state the intention to dissolve the LLP and provide a deadline for creditors to submit their claims.

4. Informing Authorities: The LLP must inform the Registrar of Companies (RoC) about the decision to voluntarily dissolve. This can be done by filing the necessary forms and documents, such as Form 24, with the RoC. The LLP should also inform other regulatory authorities, if applicable, such as tax authorities, licensing bodies, or any other relevant authorities.

5. Settling Liabilities: The liquidator is responsible for identifying and settling the outstanding liabilities and obligations of the LLP. This includes clearing any pending debts, paying off creditors, and addressing any claims made by employees, suppliers, or other parties. The liquidator should ensure that all legal requirements regarding the settlement of liabilities are met.

6. Distribution of Assets: After settling the liabilities, the liquidator should distribute the remaining assets of the LLP among the partners as per their entitlements. This distribution should be done in accordance with the LLP agreement or as agreed upon by the partners.

7. Dissolution Application: Once all the affairs of the LLP are wound up and the assets are distributed, the liquidator should file an application for the dissolution of the LLP with the RoC. The application should be accompanied by the necessary documents, including the final accounts of the LLP’s winding-up.

8. Dissolution Certificate: Upon reviewing the application and documents, if the RoC is satisfied that all the requirements have been fulfilled, they will issue a dissolution certificate. This certificate signifies the official closure of the LLP.

Involuntary Dissolution of an LLP:

In India, an LLP may be subject to involuntary dissolution under certain circumstances, such as court-ordered dissolution, default in compliance, or expiry of the partnership agreement. Here’s an overview of the procedures and circumstances for the involuntary dissolution of an LLP in India:

1. Court-Ordered Dissolution: The court may order the dissolution of an LLP in various situations, including:

a. If it is just and equitable to do so: This may arise when there is a deadlock among the partners, misconduct or oppression, or any other circumstance that renders it impractical for the LLP to continue its operations.

b. On the petition of partners or creditors: Partners or creditors can approach the court and seek the dissolution of the LLP if they can demonstrate valid grounds for doing so.

The court will consider the facts and circumstances of the case before making a decision on whether to order the dissolution of the LLP.

2. Default in Compliance: An LLP may face involuntary dissolution if it fails to comply with legal requirements and regulatory obligations. The Limited Liability Partnership Act, of 2008, sets out various compliance obligations, such as the timely filing of annual returns, financial statements, and other documents with the Registrar of Companies (RoC). If an LLP consistently fails to meet these compliance requirements, the RoC may initiate proceedings for the dissolution of the LLP.

3. Expiry of Partnership Agreement: If the LLP agreement specifies a fixed term or a specific event triggering dissolution, the LLP will be dissolved upon the expiry of the agreed term or the occurrence of the specified event. In such cases, the partners need to wind up the affairs of the LLP and complete the necessary formalities for dissolution, including informing the RoC about the dissolution and filing the necessary documents.

4. Winding-Up Process: In the case of involuntary dissolution, whether court-ordered or due to default in compliance, the LLP needs to go through a winding-up process. This involves settling the liabilities, distributing the assets, and taking other necessary steps to bring the affairs of the LLP to a close.

The winding-up process may involve appointing a liquidator who will oversee the distribution of assets, clearance of debts, and settlement of obligations. The liquidator may be an individual or a firm qualified to act as a liquidator, such as a chartered accountant or a company secretary.

5. Registrar’s Involvement: In the case of involuntary dissolution, the LLP is required to inform the RoC about the dissolution and file the necessary documents and forms. This includes filing a notice of dissolution, final accounts, and other relevant documents with the RoC.

6. Public Notice: In some cases, a public notice regarding involuntary dissolution may be required. This can be published in an official gazette and in at least one newspaper circulating in the locality where the registered office of the LLP is situated. The notice should provide information about the dissolution and provide a deadline for creditors to submit their claims.

Settling Debts and Liabilities during LLP Dissolution:

During the dissolution of a Limited Liability Partnership (LLP) in India, it is crucial to properly identify, address, and settle any outstanding debts, liabilities, and obligations. Here are the procedures typically followed for settling debts and liabilities during LLP dissolution:

1. Compilation of Outstanding Debts and Liabilities: The LLP should conduct a thorough review of its financial records and documents to identify all outstanding debts, liabilities, and obligations. This includes loans, unpaid bills, pending payments to suppliers, outstanding taxes, employee salaries, and any other liabilities.

2. Communication with Creditors and Claimants: Once the outstanding debts and liabilities are identified, the LLP should notify all creditors and claimants regarding the impending dissolution. This can be done through written communication, specifying the process for submitting claims, and providing a deadline for doing so. The communication should also include details of the liquidator appointed for the winding-up process.

3. Verification of Claims: The LLP needs to carefully review and verify the claims submitted by creditors and claimants. The liquidator appointed for the winding-up process plays a crucial role in assessing the validity and authenticity of the claims. They should review the supporting documents and evidence provided by claimants to determine the legitimacy of each claim.

4. Prioritization of Payments: After verifying the claims, the LLP should prioritize the payments based on the order of priority as defined under the law. In India, the priority of payments during the winding-up process is generally as follows:

a. Payment of secured debts: Secured creditors, such as banks or financial institutions holding valid security interests, have the first claim on the assets of the LLP.

b. Payment of workmen dues: Unpaid salaries, wages, and other workmen-related dues are given priority and should be settled before other unsecured claims.

c. Payment of government dues: Any outstanding taxes, duties, or other dues owed to government authorities need to be settled.

d. Payment of unsecured debts: Unsecured creditors, such as suppliers or service providers, are generally paid after the above-mentioned claims.

e. Payment of partners’ capital contributions and profit shares: Once all other liabilities are settled, the remaining assets can be distributed among the partners in accordance with their capital contributions and profit shares as per the LLP agreement.

5. Negotiation and Settlement: In some cases, there may be disputes or disagreements regarding certain claims. The LLP, through its liquidator, can engage in negotiations with creditors or claimants to reach a settlement or compromise. This can help in resolving disputes and facilitating the settlement process.

6. Payment and Documentation: Once the settlement amounts are determined, the LLP should arrange for the necessary funds to pay off the debts and liabilities. Payments should be made in accordance with the approved priority list. It is important to maintain proper documentation of all payments made to creditors and claimants as evidence of settlement.

7. Filing of Statement of Affairs: As part of the winding-up process, the LLP is required to prepare and file a Statement of Affairs with the Registrar of Companies (RoC). This document provides details of all assets and liabilities, including the settlement of debts and liabilities. The Statement of Affairs should be filed within the prescribed time frame as per the applicable laws.

Distribution of Assets in LLP Dissolution:

During the winding-up process of a Limited Liability Partnership (LLP) in India, the distribution of remaining assets among partners, creditors, and other stakeholders follows certain principles and methods. Here is an overview of the distribution of assets and the considerations for prioritizing claims:

1. Settling Prior Claims: Before distributing the assets, it is important to settle the claims of secured creditors, workmen dues, government dues, and unsecured creditors in the order of priority as defined under the law (as mentioned in the previous response). These claims should be paid off before any distribution is made to partners or other stakeholders.

2. Repayment of Capital Contributions: After settling the prior claims, any remaining assets can be utilized to repay the capital contributions made by the partners. The LLP agreement typically outlines the distribution of assets among the partners based on their respective capital contributions.

3. Distribution of Profit Shares: Once the capital contributions are repaid, the remaining assets can be distributed among the partners in accordance with their profit-sharing ratios as defined in the LLP agreement. Profit shares may be based on the partners’ capital contributions, the agreed profit-sharing ratio, or any other basis specified in the LLP agreement.

4. Settlement of Partner Loans or Advances: If any partners have provided loans or advances to the LLP, these should be settled next. The remaining assets can be utilized to repay such partner loans or advances, subject to the terms agreed upon by the partners.

5. Consideration for Unreturned Capital: In case any partner has not received back their entire capital contribution, the remaining assets can be utilized to settle the unreturned capital. This ensures that all partners receive their fair share of capital upon the dissolution of the LLP.

6. Distribution to Other Stakeholders: After settling the above obligations, if any assets remain, they can be distributed among other stakeholders, if applicable. This may include individuals or organizations who have valid claims against the LLP or any other parties as determined by the liquidator or as directed by the court.

Forms and Documents Required for LLP Dissolution:

During the dissolution process of a Limited Liability Partnership (LLP) in India, several forms, documents, and filings are required to be submitted to regulatory authorities and governing bodies. Here is an overview of the necessary forms and documents for LLP dissolution in India:

1. Form 24: LLP needs to file Form 24 with the Registrar of Companies (RoC) to give notice of the LLP’s intention to dissolve. This form should be filed within 30 days of passing the resolution for dissolution.

2. Form 1: LLP should file Form 1 with the RoC for application or intimation for availability or change of name. This form is required if there is a change in the name of the LLP during the dissolution process.

3. Form 2: LLP needs to file Form 2 with the RoC to provide details of the partners and changes, if any, during the dissolution process. This form should be filed within 30 days of any change in the partner’s details.

4. Statement of Assets and Liabilities: LLP is required to prepare a statement of assets and liabilities as on the date of dissolution. This statement provides a snapshot of the LLP’s financial position at the time of winding up. It should include details of all assets, liabilities, debts, claims, and outstanding obligations.

5. Final Accounts: LLP should prepare final accounts, including the balance sheet and profit and loss statement, up to the date of dissolution. These accounts provide a comprehensive overview of the LLP’s financial transactions and position during the winding-up process.

6. Statement of Compliance: LLP needs to provide a statement of compliance confirming that all the legal and regulatory requirements have been met in relation to the dissolution process. This statement assures that the LLP has fulfilled its obligations before finalizing the dissolution.

7. Notice of Dissolution: A notice of dissolution should be published in an official gazette and at least one newspaper circulating in the locality where the registered office of the LLP is situated. The notice should specify the intention to dissolve the LLP and provide a deadline for creditors to submit their claims.

8. Consent and No Objection Letters: LLP may need to obtain consent or no objection letters from various parties, such as secured creditors, tax authorities, and other relevant stakeholders, as applicable. These letters confirm that they have no objection to the dissolution and release any claims or rights they may have against the LLP.

9. Affidavits and Indemnity Bonds: LLP may be required to submit affidavits and indemnity bonds, if directed by the regulatory authorities or the court, to ensure compliance with legal requirements and indemnify against any claims or liabilities arising after dissolution.

It is important to note that the specific forms and documents required for LLP dissolution may vary based on the circumstances, jurisdiction, and provisions of the Limited Liability Partnership Act, 2008. It is advisable to consult with a qualified chartered accountant, company secretary, or legal expert to ensure compliance with the applicable laws and regulations during the Limited Liability Partnership dissolution process in India.

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