Affidavit of Designated Partners to Wind up an LLP

An Affidavit of Designated Partners to Wind Up an LLP is a document used under the LLP (Winding up and Dissolution) Rules, 2010 to wind up an LLP. All the Designated Partners or the majority of them (not less than two) are required to sign this Affidavit and submit it to the concerned Registrar of Companies (RoC).

This document can be either created separately for each Designated Partner or as a single document for all the Designated Partners signing the affidavit.

A designated Partner is an individual partner of the LLP appointed by other partners to act on behalf of the LLP in accordance with the rules as envisaged under the LLP Agreement. A Designated Partner is like a director in a company.

Under this Affidavit, all the Designated Partners are affirming that the LLP is in compliance with the LLP (Winding up and Dissolution) Rules, 2010 and taking responsibility for any liability arising after the dissolution of the LLP.

This document can be used for voluntary winding up by any type of LLP registered under the LLP Act, 2008.

How to use this document?

This document includes the following major areas:

• General Details - the name of the LLP, LLPIN (LLP Identification Number), registered address, etc.
• Designated Partner Details - the name of the Designated Partner, DPIN (Designated Partner Identification Number), Parent name, address, etc.
• Declaration of business commencement - the LLP can initiate the winding-up procedure on two occasions, one is when it has not commenced any business operations since its incorporation or it has ceased to do business for more than a year.
• Declaration of income tax returns - If the business has commenced business or has a PAN card, then it is mandatory for every LLP to file income tax returns. Under this clause, the financial year in which the last income tax return was filed can be included. If the LLP does not have a PAN card, then a declaration to that effect will suffix.
• Declaration of assets and liabilities - as per the LLP rules, the LLP shall have nil assets and liabilities at the time of applying for winding up.
• Declaration of bank account(s) - all the bank accounts of the LLP shall be closed before applying for winding up.
• Declaration of taxes and other authority charges - all the taxes including state and central taxes, local authority charges, etc. needs to be settled before filing for closure application.
• Declaration of litigation - there shall not be any pending litigation or complaints against the LLP at the time of closure application.
• Declaration of indemnification - the liability of the LLP does not end on dissolution, the liabilities arising in connection thereof continues even after striking off the name of the LLP.

Once prepared the affidavit needs to be signed by all named Designated Partners and shall be submitted to the concerned Registrar of Companies (RoC) within 15 days from the date of passing a Special Resolution of Partners to Wind up an LLP.

Applicable laws

The LLP Act 2008 along with LLP (Winding up and Dissolution) Rules, 2010 will be applicable here.

How to modify the template?

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.