{"time":1757416715098,"blocks":[{"id":"eWFPAiB736","type":"header","data":{"text":"INTRODUCTION","level":2}},{"id":"pku6t26lsK","type":"paragraph","data":{"text":"The Indian entrepreneurial landscape has been revolutionized by the introduction of Limited Liability Partnerships (LLPs) under the LLP Act, 2008. For startups, professionals, and small enterprises, LLPs have emerged as a preferred business structure. They bring together the flexibility of a partnership with the limited liability shield of a company. With easier compliance, tax efficiency, and no restriction on the number of partners, LLPs are highly attractive for those seeking an organized yet affordable way to run a business."}},{"id":"suFj6OFQ82","type":"paragraph","data":{"text":"But while setting up an LLP is exciting, entrepreneurs often forget the other side of the coin – what happens when the venture doesn’t go as planned, or when the business goals have been achieved? That’s where the LLP Winding Up Process comes in. Closure of an LLP must be done through a proper legal route to avoid future liabilities, penalties, and compliance issues."}},{"id":"3r_BY-q44p","type":"paragraph","data":{"text":"This blog explores both starting up an LLP and the LLP winding up procedures in detail, while also covering the recent amendments LLP rules 2024 that every entrepreneur should know."}},{"id":"plBtK5LVGo","type":"paragraph","data":{"text":"When we talk about an LLP Startup simply means a new business started in the form of a Limited Liability Partnership (LLP)."}},{"id":"AO_4VErIvv","type":"paragraph","data":{"text":"Instead of registering as a traditional partnership firm or a private limited company, many entrepreneurs today choose LLPs because they combine the best of both worlds – the flexibility of a partnership and the limited liability feature of a company."}},{"id":"Pv19Z_Qjx3","type":"header","data":{"text":"WHAT IS LLP?","level":2}},{"id":"aSpMz7cLfw","type":"paragraph","data":{"text":"An LLP (Limited Liability Partnership) is a legal business structure introduced under the LLP Act, 2008. It is a separate legal entity, where the liability of partners is limited to their agreed contribution, protecting their personal assets."}},{"id":"V4CvaZ0G4V","type":"header","data":{"text":"WHAT IS LLP STARTUP?","level":2}},{"id":"dc1ILrCWN5","type":"paragraph","data":{"text":"When entrepreneurs, startups, or professionals incorporate their business as an LLP, it is often called an LLP Startup."}},{"id":"xndFEYgpTv","type":"paragraph","data":{"text":"For example, if two software engineers start a tech company and register it as an LLP, it will be known as an LLP startup."}},{"id":"UWnJTR1_uB","type":"paragraph","data":{"text":"Key Features of LLP Startups:"}},{"id":"0C9smQJ9be","type":"list","data":{"style":"ordered","meta":{},"items":[{"content":"Minimum 2 partners required (at least one must be Indian resident).","meta":{},"items":[]},{"content":"No maximum limit on partners.","meta":{},"items":[]},{"content":"Separate legal entity – LLP can own property, sue, or be sued in its own name.","meta":{},"items":[]},{"content":"Limited liability – Partners are not personally liable for business debts beyond their contribution.","meta":{},"items":[]},{"content":"Flexible structure – Internal management is decided by the LLP Agreement.","meta":{},"items":[]},{"content":"Lower compliance costs compared to private limited companies.","meta":{},"items":[]},{"content":"Best for startups, SMEs, professionals like CA, CS, lawyers, consultants, or family-owned ventures.","meta":{},"items":[]}]}},{"id":"c6rBVL0qAW","type":"paragraph","data":{"text":"WHY STARTUPS CHOOSE LLP?"}},{"id":"-C4Mjx_U2Y","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"Easy to form and cheaper than a company.","meta":{},"items":[]},{"content":"Tax benefits in some cases (no dividend distribution tax).","meta":{},"items":[]},{"content":"No mandatory audit unless turnover exceeds ₹40 lakhs or contribution exceeds ₹25 lakhs.","meta":{},"items":[]},{"content":"Simple compliance under MCA compared to company law.","meta":{},"items":[]}]}},{"id":"A8G46ehIZi","type":"paragraph","data":{"text":"In simple words: An LLP Startup is a new business registered under the LLP Act, 2008, which offers flexibility, credibility, and protection to entrepreneurs."}},{"id":"HvZIp6WcKM","type":"header","data":{"text":"WHO ISSUES SUCH LICENCE/CERTIFICATE?","level":2}},{"id":"5ugmFkQScz","type":"paragraph","data":{"text":"The Ministry of Corporate Affairs (MCA) through the Registrar of Companies (RoC) is the designated authority for issuing LLP incorporation certificates and supervising compliance."}},{"id":"FBWA_6Q8oy","type":"paragraph","data":{"text":"The RoC handles both sides of the LLP lifecycle:"}},{"id":"TVeyfrXTPu","type":"list","data":{"style":"ordered","meta":{},"items":[{"content":"Startup Stage – Grants Certificate of Incorporation through the FiLLiP form (Form for incorporation of LLP).","meta":{},"items":[]},{"content":"Winding Up Stage – Oversees the LLP Winding Up Process, including voluntary closure and striking off.","meta":{},"items":[]}]}},{"id":"YvNxTE2ZsM","type":"paragraph","data":{"text":"All these functions are now streamlined through the MCA V3 online portal, making the procedures faster and more transparent."}},{"id":"RpqtULysDK","type":"header","data":{"text":"ELIGIBILITY AND DOCUMENTS REQUIRED FOR SUCH LICENCE/CERTIFICATE","level":3}},{"id":"uhKui3pdxb","type":"image","data":{"caption":"Eligibility And Documents Required For Such Licence/Certificate","withBorder":false,"withBackground":false,"stretched":false,"file":{"url":"https://res.cloudinary.com/dmd2a1z29/image/upload/v1757416215/uvvdmij3jrzbkpacbqy4.jpg"}}},{"id":"u9bO8uaPcC","type":"header","data":{"text":"Eligibility to Start an LLP","level":4}},{"id":"ue0yN9E4pi","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"Minimum of two partners, with at least one being an Indian resident.","meta":{},"items":[]},{"content":"No upper limit on partners.","meta":{},"items":[]},{"content":"Individuals and body corporates (companies/LLPs) can be partners.","meta":{},"items":[]},{"content":"The LLP name must be unique and not violate trademarks.","meta":{},"items":[]}]}},{"id":"lCXtkI8ayG","type":"header","data":{"text":"Documents Required for Incorporation","level":4}},{"id":"oCbfIO9L2x","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"PAN Card of partners.","meta":{},"items":[]},{"content":"Identity proof (Aadhaar, Passport, Voter ID).","meta":{},"items":[]},{"content":"Address proof (Utility bill/Bank statement).","meta":{},"items":[]},{"content":"Proof of registered office (Rent agreement, ownership deed, NOC from landlord).","meta":{},"items":[]},{"content":"Digital Signature Certificates (DSCs) of partners.","meta":{},"items":[]},{"content":"DIN/DPIN of designated partners.","meta":{},"items":[]},{"content":"LLP Agreement (filed within 30 days of incorporation).","meta":{},"items":[]}]}},{"id":"nIizU0XAvR","type":"header","data":{"text":"Documents Required for Winding Up","level":4}},{"id":"wLIDDzL3gM","type":"paragraph","data":{"text":"To close an LLP, the following are required:"}},{"id":"0lu7yCeNMm","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"Consent of all partners.","meta":{},"items":[]},{"content":"Latest financial statements and accounts.","meta":{},"items":[]},{"content":"Affidavit declaring no liabilities remain.","meta":{},"items":[]},{"content":"Indemnity bond by partners.","meta":{},"items":[]},{"content":"Application forms (Form 24 for strike off or forms for voluntary winding up).","meta":{},"items":[]}]}},{"id":"rqlahw142J","type":"header","data":{"text":"STEP-BY-STEP SUCH LICENCE/CERTIFICATE PROCESS","level":2}},{"id":"y-Rz9MjtIc","type":"header","data":{"text":"A. Setting up an LLP","level":4}},{"id":"OjZ1CiQFbH","type":"list","data":{"style":"ordered","meta":{},"items":[{"content":"Obtain DSCs for all designated partners.","meta":{},"items":[]},{"content":"Apply for DIN/DPIN (if not already obtained).","meta":{},"items":[]},{"content":"Reserve Name using RUN-LLP service.","meta":{},"items":[]},{"content":"File Incorporation Form (FiLLiP) with required details.","meta":{},"items":[]},{"content":"File LLP Agreement in Form 3 within 30 days of incorporation.","meta":{},"items":[]},{"content":"Receive the Certificate of Incorporation from RoC.","meta":{},"items":[]}]}},{"id":"gJrI6FFue0","type":"header","data":{"text":"B. Winding Up an LLP – LLP Winding Up Process","level":4}},{"id":"P0jyhtigRC","type":"paragraph","data":{"text":"There are two main types:"}},{"id":"HTzF8naRGU","type":"list","data":{"style":"ordered","meta":{},"items":[{"content":"Voluntary Winding Up","meta":{},"items":[]}]}},{"id":"2MR5CuFyd0","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"Partners pass a resolution for closure.","meta":{},"items":[]},{"content":"File Declaration of Solvency stating no debt exists.","meta":{},"items":[]},{"content":"Apply to NCLT for approval.","meta":{},"items":[]},{"content":"Appoint a liquidator to settle assets/liabilities.","meta":{},"items":[]},{"content":"Submit final report to NCLT for dissolution order.","meta":{},"items":[]}]}},{"id":"7Am9RqvD4F","type":"paragraph","data":{"text":" 2.Strike Off (Simplified LLP Closure)"}},{"id":"jsUV7iSJUn","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"Used for defunct LLPs that never started business or stopped operations.","meta":{},"items":[]},{"content":"File Form 24 with MCA along with affidavits, indemnity bonds, and financial statements.","meta":{},"items":[]},{"content":"If accepted, RoC strikes off the LLP name from register.\n","meta":{},"items":[]}]}},{"id":"lgPssuQka3","type":"paragraph","data":{"text":"With the recent amendments LLP rules 2024, the strike-off process has been further simplified to reduce timelines and make closure easier for small startups."}},{"id":"bOQqi7j5AP","type":"paragraph","data":{"text":"The LLP Winding Up Process ensures that once you decide to close, you’re no longer liable for future taxes or compliance – avoiding unnecessary penalties. "}},{"id":"ohKbQmWRXU","type":"header","data":{"text":"RECENT AMENDMENTS LLP RULES 2024","level":3}},{"id":"jwIif5Vq3E","type":"paragraph","data":{"text":"What’s new in 2024? Key updates to make exit easier:"}},{"id":"yXot_Xx-E4","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"LLP Rules, 2024 amended Rule 37 to include the Centre for Processing Accelerated Corporate Exit, not just the Registrar, enabling faster strike-off of defunct LLPs.","meta":{},"items":[]},{"content":" Mandatory Form 24 filing to strike off LLP—new norms require filing overdue ROC forms (Form 8 & Form 11) and CA certification of nil assets/liabilities, alongside partner affidavits indicating cessation of operations.","meta":{},"items":[]}]}},{"id":"sKiOUDAMhQ","type":"paragraph","data":{"text":"These amendments simplify closures by offering a streamlined “strike-off” option for defunct LLPs—fast, digital, and less painful."}},{"id":"GGwLW5uw2S","type":"header","data":{"text":"HOW LAWFINITY SIMPLIFIES SUCH LICENCE/CERTIFICATE PROCEDURE?","level":2}},{"id":"RuSstJDCad","type":"paragraph","data":{"text":"At Lawfinity, we understand that entrepreneurs don’t want to get tangled in paperwork and MCA forms. That’s where we step in."}},{"id":"0BPdZh82R2","type":"paragraph","data":{"text":"How we make it simple:"}},{"id":"yTelwr1Mzy","type":"list","data":{"style":"unordered","meta":{},"items":[{"content":"End-to-End Incorporation – From DSCs to filing FiLLiP, we handle all steps.","meta":{},"items":[]},{"content":"Compliance Management – Annual filing reminders and dedicated compliance experts.","meta":{},"items":[]},{"content":"Hassle-Free Winding Up – Whether it’s voluntary winding up or strike off, we prepare affidavits, indemnity bonds, and ensure smooth filings.","meta":{},"items":[]},{"content":"Stay Updated with Amendments – We track the recent amendments LLP rules 2024 so you don’t miss changes.","meta":{},"items":[]},{"content":"Affordable Packages – Transparent pricing for both incorporation and closure.","meta":{},"items":[]}]}},{"id":"rfiTLEt8Wh","type":"paragraph","data":{"text":"With Lawfinity, your LLP journey – from birth to closure – is legally safe, stress-free, and fast."}},{"id":"tSw1sYWw4A","type":"header","data":{"text":"MUSINGS FROM THE AUTHOR’S INK","level":3}},{"id":"YUzeE2xsYn","type":"paragraph","data":{"text":"Starting a business is often seen as a journey of dreams, but ending it gracefully is equally important. Too many entrepreneurs set up LLPs in a hurry but forget to close them properly, leaving behind a trail of penalties and liabilities. The LLP Winding Up Process is not a failure but a responsible exit strategy that safeguards partners and lets them move on without baggage."}},{"id":"xqQetYzk8c","type":"paragraph","data":{"text":"The recent amendments LLP rules 2024 show that the government understands the needs of startups – not every venture succeeds, and closure should be as easy as incorporation. The new simplified procedures for winding up are a blessing for entrepreneurs."}},{"id":"INRtf6gJRD","type":"paragraph","data":{"text":"At the end of the day, compliance may feel boring, but it’s what gives strength to your business journey. Start your LLP smartly, run it responsibly, and if needed, close it cleanly. That’s how professional entrepreneurs work."}}],"version":"2.31.0-rc.7"}