Step-by-Step Process to Close Your LLP or OPC in 2025

The process to close an LLP or OPC differs primarily because they are governed by different statutes. An LLP is governed by the Limited Liability Partnership Act, 2008, while an OPC is governed by the Companies Act, 2013. The core difference lies in the available modes of closure. For an LLP, you can apply for strike-off under Section 75 of the LLP Act, 2008, or opt for winding up under Section 63. For an OPC, you can apply for strike-off under Section 248 of the Companies Act, 2013, or go through voluntary winding up under Section 304. In 2025, the Ministry of Corporate Affairs (MCA) has streamlined the e-forms for both, but the procedural timelines and documentation requirements remain distinct. For instance, an OPC must pass a special resolution for voluntary closure, whereas an LLP requires consent from all partners.

Before starting the process to close your LLP or OPC, you must check if your entity meets the eligibility conditions set by the Registrar of Companies (ROC). For an LLP, you can apply for strike-off if it has not commenced business within one year of incorporation, or if it has been inactive for at least one year (no transactions). The LLP must have no assets or liabilities, and all partners must give their consent. For an OPC, the conditions are similar: the company must have no assets or liabilities, no pending litigation, and no outstanding dues to creditors, employees, or statutory authorities. Additionally, the OPC must not have been carrying on business for at least one year. If your entity has any pending tax returns, GST filings, or annual compliance filings with the MCA, you must clear them first. The ROC will reject the application if any statutory dues are unpaid.

The process to close an LLP involves several stages, and you must follow them in order. First, hold a meeting of all partners and pass a resolution consenting to the closure. Next, settle all liabilities, including taxes, GST, and employee dues. Then, file Form 24 (Statement of Accounts) with the ROC, along with a declaration of solvency. After that, submit Form 3 (Information with regard to Limited Liability Partnership) to the ROC for striking off the name. The ROC will publish a notice in the Official Gazette and invite objections. If no objections are raised within 30 days, the ROC will issue a certificate of dissolution. In 2025, the entire process typically takes 3-6 months, depending on the ROC's workload. You must also file the final annual return and income tax return for the period up to the date of closure.

The process to close an OPC is more formal than an LLP. First, the sole director must convene a board meeting and pass a resolution recommending voluntary closure. Then, a special resolution must be passed by the sole member (the owner) to approve the winding up. After that, you must file Form MGT-14 (Resolutions) with the ROC within 30 days. Next, file an application for striking off using Form STK-2 (Application to ROC for Striking Off Name of Company). Along with this, you must submit a declaration of solvency, an indemnity bond, and a statement of accounts. The ROC will verify the application and, if satisfied, publish a notice in the Official Gazette. After 45 days from the notice, the ROC will strike off the company's name. In 2025, the MCA has introduced a faster track for companies with no liabilities, reducing the timeline to about 2-3 months. However, you must ensure all annual returns (Form AOC-4 and MGT-7) are filed up to the date of closure.

Many business owners make errors that delay or derail the process to close their LLP or OPC. The most common mistake is failing to clear all statutory dues, including income tax, GST, TDS, and professional tax. The ROC will reject the application if any dues are pending. Another mistake is not filing annual returns and financial statements for the period before closure. Even if the entity was inactive, you must file "nil" returns. A third mistake is ignoring the requirement to obtain a No Objection Certificate (NOC) from creditors, if any. If your entity has any outstanding loans or trade payables, you must settle them and obtain a written NOC. Finally, many people forget to cancel their GST registration, bank accounts, and other business licenses before applying for closure. This can lead to ongoing compliance obligations even after the entity is struck off. In 2025, the MCA has been imposing penalties for late filing of closure-related forms, so ensure you meet all deadlines.

If you are considering closing your LLP or OPC, start by gathering all compliance documents and checking your eligibility. The process involves multiple filings and statutory notices, and a single error can lead to rejection or penalties. Consult a qualified company secretary or chartered accountant to guide you through the process and ensure all steps are completed correctly.

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