Documents Required for LLP and OPC Closure: Checklist

For closing a Limited Liability Partnership (LLP) through the fast-track exit mode under the LLP (Winding up and Dissolution) Rules, 2012, you need to submit a specific set of documents to the Registrar of Companies (ROC). The primary document is Form 24 (Statement of Accounts) along with Form 15 (Application for striking off name). The process requires that the LLP has no assets or liabilities and has not been carrying on business for at least one year.

The key documents include a statement of accounts certified by a Chartered Accountant, showing that the LLP has nil assets and nil liabilities. You also need an indemnity bond signed by all designated partners, a consent letter from all partners, and an affidavit from each designated partner confirming the LLP has no dues. Additionally, you must submit a copy of the board resolution authorising the closure, and a declaration that no proceedings are pending against the LLP. All partners must provide their PAN cards and Aadhaar cards for identity verification.

For closing a One Person Company (OPC) through voluntary strike-off under Section 248(2) of the Companies Act, 2013, you must file Form STK-2 (Application to ROC for striking off name) along with the prescribed documents. The OPC must not have carried on business since its incorporation or must have been inactive for the preceding two financial years. The process requires that the OPC has no assets or liabilities and no pending litigations.

The essential documents include a statement of accounts certified by a Chartered Accountant showing nil assets and nil liabilities, an indemnity bond executed by the director, an affidavit from the director confirming no dues, and a copy of the board resolution authorising the closure. You also need a declaration from the director that no proceedings are pending against the OPC, and a no-objection certificate from any secured creditors, if applicable. The director's PAN card and Aadhaar card are required for identity verification.

Both LLP and OPC closure require a statement of accounts prepared as on the date of application. This statement must be certified by a practising Chartered Accountant and must clearly show that the entity has nil assets and nil liabilities. The statement should include a balance sheet and a profit and loss account for the period from the last financial year end to the date of application. If the entity has any assets or liabilities, the closure application will be rejected.

Additionally, you need a declaration from the auditor or Chartered Accountant confirming that the entity has no outstanding tax dues, including income tax, GST, and professional tax. For LLPs, you must also provide a statement of accounts for the period from the date of last annual return to the date of application. For OPCs, you need to confirm that no annual returns or financial statements are pending for filing. If any returns are pending, they must be filed before applying for closure.

For LLP closure, each designated partner must provide self-attested copies of their PAN card and Aadhaar card. If a partner does not have an Aadhaar card, a copy of their passport or voter ID card is acceptable. For OPC closure, the director must provide their PAN card and Aadhaar card. In both cases, the documents must be self-attested and notarised if required by the ROC.

You also need to provide proof of registered office address, such as a copy of the electricity bill or rent agreement. For LLPs, the consent letter from all partners must include their residential addresses. For OPCs, the director's residential address proof is required. If the entity has changed its registered office address, you must provide proof of the current address. All documents must be in English or accompanied by a notarised translation.

If the LLP or OPC has any tax or regulatory dues, the closure process becomes more complex. You must first clear all dues and obtain a no-due certificate from the relevant authorities. For income tax, you need a certificate from the Income Tax Department confirming that no proceedings are pending. For GST, you must file a final return and obtain a cancellation certificate from the GST authorities. For professional tax, you need a clearance certificate from the state tax department.

If the entity has employees, you must provide proof of closure of the Employee Provident Fund (EPF) and Employee State Insurance (ESI) accounts. You also need a declaration that all employee dues have been settled. For entities with secured creditors, you must obtain a no-objection certificate from each creditor. If the entity has any pending legal proceedings, you must provide a list of all cases and their current status. The ROC may require additional documents depending on the specific circumstances of the entity.

Prepare all documents listed above and verify that your LLP or OPC meets the eligibility criteria for closure. If you are unsure about any document or the process, consult a qualified company secretary or chartered accountant who can guide you through the filing and ensure compliance with MCA requirements.

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This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.