Setting Up of Business, Industrial and Labour Laws · Limited Liability Partnership

Winding Up and Dissolution of LLP under the LLP Act, 2008

Updated 11 October 2026 · Fact-checked

Winding up is the process of closing an LLP's affairs; dissolution ends its existence. Under Section 63, winding up is either voluntary or by the Tribunal. Section 64 lists the grounds for Tribunal winding up. Section 75 lets the Registrar strike off a defunct LLP after giving it a hearing.

Understand Winding Up and Dissolution of LLP

An LLP is a separate legal entity. It does not vanish when business stops. It must be closed in a legal way. Otherwise it stays on the register and its filing duties continue.

Section 63 gives the basic rule: winding up of an LLP may be either voluntary or by the Tribunal, and an LLP so wound up may be dissolved. So winding up is the process. Dissolution is the end result.

The first route is voluntary winding up. The partners decide to close the LLP, and the steps follow the rules made by the Central Government. Section 65 empowers the Central Government to make rules on winding up and dissolution. The Act's sections do not set out the detailed steps, so state them as the rules provide.

The second route is winding up by the Tribunal under Section 64. The Tribunal can order it only on the listed grounds. Section 64(c) has been omitted, so only clauses (a), (b), (d), (e) and (f) remain.

The third route is not a winding up at all. Under Section 75, the Registrar may strike off the name of an LLP that is not carrying on business or operation. The Registrar must first give the LLP a reasonable opportunity of being heard.

Key rules to remember

Modes of winding up (Section 63): Winding up = Voluntary OR by the Tribunal; the LLP so wound up may be dissolved; Winding up is the process. Dissolution is the end of the LLP.
Grounds for Tribunal winding up (Section 64): (a) LLP decides to be wound up by Tribunal; (b) partners below two for more than six months; (d) against sovereignty, integrity, security of State or public order; (e) default in filing Statement of Account and Solvency or annual return for any five consecutive financial years; (f) just and equitable; Clause (c) was omitted w.e.f. 15-11-2016. Do not cite it as a ground.
Strike off of defunct LLP (Section 75): Registrar has reasonable cause to believe LLP is not carrying on business or operation, then strike off after a reasonable opportunity of being heard; Hearing is mandatory under the proviso.
Central Government petition (Section 51): Central Government may present a petition on the just and equitable ground, on the basis of an inspection report under Section 49, unless the LLP is already being wound up by the Tribunal; It links investigation to winding up.
Failed compromise (Section 61(2)): Tribunal may order winding up if a sanctioned compromise or arrangement cannot be worked satisfactorily; the order is deemed made under Section 64; Can be made on the Tribunal's own motion or on application of an interested person.
Rule-making (Section 65): Central Government may make rules on winding up and dissolution; Detailed procedure sits in the rules.
Appeal (Section 72): Appeal to Appellate Tribunal within 60 days; further period up to 60 days if sufficient cause; no appeal from a consent order; Applies to Tribunal orders, including winding up orders.

How to solve Winding Up and Dissolution of LLP questions

Use this method for any question on closing an LLP. It keeps your answer in the provision, facts, conclusion order.

1Read the facts and decide whether the LLP is being closed by its partners, by the Tribunal, or by the Registrar.
2Name the route: voluntary winding up, Tribunal winding up under Section 64, or strike off under Section 75.
3For a Tribunal case, match each fact to one ground in Section 64 (a), (b), (d), (e) or (f). Check numbers and time limits closely.
4For a strike off case, check that the LLP is not carrying on business or operation and that a hearing was given.
5Apply the rule to the facts in plain words. Use the exact period, such as six months or five consecutive years.
6Add any follow-up point, such as appeal under Section 72 or the effect of dissolution.
7Write a one-line conclusion that answers the question asked.

Quickest way: Fact-to-ground matching

When to use it: Use it when a case study gives several facts and asks whether the Tribunal can wind up the LLP.

Underline every number and period in the facts.
Tick them against the Section 64 list: six months and below two partners; five consecutive years of default.
If nothing fits, test whether the just and equitable ground in clause (f) is arguable.
If the LLP is simply inactive, think Section 75 first, not Section 64.
Write the conclusion in one sentence with the section number.

Common mistakes in Winding Up and Dissolution of LLP

Quoting Section 64(c) as a ground for winding up.
Older notes still list it.
Fix: Clause (c) was omitted w.e.f. 15-11-2016. Cite only (a), (b), (d), (e) and (f).
Saying the Tribunal can wind up if partners fall below two for any period.
Students forget the time condition.
Fix: The ground applies only if the number of partners stays below two for more than six months.
Saying one year's default in filing is enough.
Mixing it with other penalty rules.
Fix: Section 64(e) needs default in filing the Statement of Account and Solvency or annual return for any five consecutive financial years.
Treating Section 75 strike off as winding up by the Tribunal.
Both end the LLP's life on the register.
Fix: Section 75 is a Registrar power. Section 63 recognises only voluntary and Tribunal winding up.
Leaving out the right to be heard in a strike off answer.
Students focus on the ground only.
Fix: State the proviso: the Registrar must give the LLP a reasonable opportunity of being heard before striking off.
Mixing up winding up and dissolution.
Both terms are used loosely.
Fix: Winding up is the process of closing affairs. Dissolution is the end of the LLP after winding up.

Worked examples

Example 1

Kaveri Traders LLP had two partners. One partner died in January and the other has carried on alone. Eight months later a creditor asks whether the Tribunal can wind up the LLP. Advise.

Show the solution

Provision: Section 64(b) allows the Tribunal to wind up an LLP if, for a period of more than six months, the number of partners is reduced below two.
Facts: after the death the LLP has one partner. This has continued for eight months.
Analysis: eight months is more than six months, so the condition of the clause is met.
Conclusion: the Tribunal may wind up the LLP under Section 64(b).

Answer: Yes. The partners have been below two for more than six months, so the Tribunal may order winding up under Section 64(b).

Example 2

Sundaram Foods LLP has stopped all business and has no operations. The Registrar believes it is defunct and proposes to remove its name from the register. Can he do so, and what must he follow?

Show the solution

Provision: Section 75 allows the Registrar to strike off the name of an LLP if he has reasonable cause to believe it is not carrying on business or operation in accordance with the Act.
Facts: the LLP has stopped all business and operations, which gives reasonable cause to believe it is defunct.
Condition: the proviso requires the Registrar to give the LLP a reasonable opportunity of being heard before striking off.
Procedure: the manner of striking off is as prescribed.
Conclusion: he may strike off the name, but only after hearing the LLP.

Answer: Yes, under Section 75, but only after giving Sundaram Foods LLP a reasonable opportunity of being heard, and in the prescribed manner.

Exam tips

Learn the Section 64 list by clause letter and remember that (c) is omitted. Examiners like this detail.
In case studies, circle the numbers. Six months, below two partners and five consecutive years are the usual triggers.
Keep Section 63 (two modes), Section 64 (Tribunal) and Section 75 (Registrar) clearly separate in your answer.
For voluntary winding up, say the procedure follows the rules made under Section 65, and do not invent detailed steps or section numbers.
End each answer with a clear one-line conclusion citing the section.

Practice questions from Limited Liability Partnership

Winding Up and Dissolution of LLP in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Winding Up and Dissolution of LLP: frequently asked questions

What are the grounds for winding up an LLP by the Tribunal?

Section 64 lists them. They are: the LLP decides on winding up by the Tribunal; partners below two for more than six months; acts against sovereignty, integrity, security of State or public order; default in filing Statement of Account and Solvency or annual return for any five consecutive financial years; and just and equitable.

Can the Registrar strike off an LLP without notice?

No. Section 75 requires the Registrar to give the LLP a reasonable opportunity of being heard before striking off its name. The power applies where he has reasonable cause to believe it is not carrying on business or operation.

What is the difference between winding up and dissolution of an LLP?

Winding up is the process of closing the LLP's affairs. It can be voluntary or by the Tribunal under Section 63. Dissolution is the end of the LLP that follows a winding up.

Can an order of the Tribunal winding up an LLP be appealed?

Yes. Under Section 72, an aggrieved person may appeal to the Appellate Tribunal within sixty days. A further period of up to sixty days is allowed if there was sufficient cause. No appeal lies from an order made with the consent of parties.