Sections 63 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 63 says an LLP may be wound up in two ways, voluntarily or by the Tribunal, and that an LLP so wound up may be dissolved. Section 64 lists the circumstances in which the Tribunal may order winding up. If you only want to remove an inactive LLP from the register, the route is different; see our striking off of an LLP service and the article on section 75.
Winding up of an LLP may be either voluntary or by the Tribunal, and an LLP so wound up may be dissolved (s.63). The Tribunal may wind up an LLP in the cases listed in section 64: the LLP decides to be wound up by the Tribunal; the partners are below two for more than six months; the LLP acted against the sovereignty and integrity of India, security of the State or public order; it defaulted in filing Statement of Account and Solvency or annual return for five consecutive financial years; or the Tribunal thinks it just and equitable.
Section 63: two modes and then dissolution
The whole section reads: "The winding up of a limited liability partnership may be either voluntary or by the Tribunal and limited liability partnership, so wound up may be dissolved."
| Point | What section 63 says |
|---|---|
| Modes | Voluntary, or by the Tribunal |
| Result | An LLP so wound up "may be dissolved" |
| Procedure | Not in section 63 |
Section 63 gives no procedure. Section 65 empowers the Central Government to make rules on winding up and dissolution, and the notifications under section 67 apply provisions of the Companies Act on winding up to LLPs with modifications. See our articles on sections 65 and 66 and section 67. The word "may" means dissolution is a possibility that follows winding up, not an automatic effect of the section; check the rules for the steps.
Section 64: when the Tribunal may wind up
"A limited liability partnership may be wound up by the Tribunal" in these cases:
| Ground | Text in substance |
|---|---|
| (a) | If the LLP decides that it be wound up by the Tribunal |
| (b) | If, for a period of more than six months, the number of partners is reduced below two |
| (d) | If the LLP has acted against the interests of the sovereignty and integrity of India, the security of the State or public order |
| (e) | If the LLP has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years |
| (f) | If the Tribunal is of the opinion that it is just and equitable that the LLP be wound up |
Clause (c), which provided for the case where an LLP "is unable to pay its debts", was omitted by Act 31 of 2016, as the footnote in the printed text records. It is therefore not a ground in section 64 today. The OCR labels in the printed copy run (a) to (f) with the text of (c) removed; read the lettering as above and check the official text.
Ground (a): the LLP's own decision
The LLP decides that it "be wound up by the Tribunal". The section does not say who must take that decision or by what majority; that depends on the LLP agreement and, failing it, the First Schedule (see our article on the First Schedule).
Ground (b): fewer than two partners for more than six months
An LLP must have at least two partners. If the number falls below two "for a period of more than six months", the ground arises. The ground is tied to "more than six months", so a brief gap does not trigger it. See our post on partners of an LLP and minimum requirements.
Ground (d): sovereignty, security or public order
This ground applies where the LLP "has acted against the interests of the sovereignty and integrity of India, the security of the State or public order". The Act gives no further test or process in the section itself.
Ground (e): five consecutive years of default
This is the ground most relevant to routine compliance. "Any five consecutive financial years" of default in filing the Statement of Account and Solvency or the annual return can bring a winding-up petition. Since 2021 the daily penalty for late filing under sections 34 and 35 is capped, but the penalty cap does not remove this ground. Our guides on the annual return and the Statement of Account and Solvency show what is to be filed.
Ground (f): just and equitable
The Tribunal has an open discretion where it is of the opinion that winding up is "just and equitable". The section gives no examples.
What the 2021 Act changed
The 2021 Act did not amend sections 63 and 64. The only general change that touches these sections is clause 2, which replaces references to the Companies Act, 1956 elsewhere in the Act.
Related consequences
- Sections 50 to 52 deal with steps that can follow an investigation, including winding up; see our post on investigation of affairs of LLP.
- Where a compromise fails, section 61(2) makes the winding-up order one under section 64.
- The Tribunal is the National Company Law Tribunal under section 408 of the Companies Act, 2013 (s.2(1)(u)).
Example. Patel & Iyer LLP has two partners. One withdraws in January and no new partner is admitted. By the end of July, more than six months have passed with a single partner, so ground (b) is available to anyone entitled to petition the Tribunal.
Need help closing an LLP?
Winding up by the Tribunal is a contested route; for an LLP with no business and no dues, striking off may be simpler. Our striking off of an LLP team can tell you which route fits your facts.
Key takeaways
- Winding up is voluntary or by the Tribunal; an LLP so wound up may be dissolved (s.63).
- Section 64 gives five grounds: its own decision, fewer than two partners for over six months, acts against sovereignty or public order, five consecutive years of default, and just and equitable.
- The old ground of inability to pay debts was omitted in 2016.
- The 2021 Act did not change these sections.
Read next
- Sections 61–62: enforcing arrangements, reconstruction and amalgamation
- Sections 65–66: winding-up rules and partners' business with the LLP
- Winding Up and Dissolution of LLP
- How to Close an LLP in India: Step by Step
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.