An LLP that has stopped doing business does not close itself. Until the Registrar of Companies (ROC) formally strikes it off the register, the LLP stays legally alive, and so do its filing obligations. Every missed Form 8 and Form 11 keeps adding up at ₹100 a day, per form, with no upper limit.
Closing an LLP in India means filing Form 24 with the ROC under Rule 37 of the LLP Rules, 2009, along with partner consent, an affidavit, an indemnity bond, and a CA-certified statement showing nil assets and nil liabilities. Once the ROC is satisfied, it publishes a notice and strikes the LLP's name off the register: the entity legally ceases to exist. LegalDev prepares and files the entire application on your behalf, so you deal with paperwork once, not for years.
Closing an LLP is the formal, legal process of removing its name from the ROC's register so it stops existing as a business entity. Simply stopping operations, not filing returns, or letting the bank account go dormant does not close an LLP. The Ministry of Corporate Affairs (MCA) treats a non-filing LLP as active and non-compliant, which is exactly the situation that leads to late fees and, in serious cases, adjudication penalties against the partners.
There are three routes the LLP Act, 2008 provides for closure:
For most inactive or dormant LLPs, Form 24 strike off is the faster and cheaper option, and it's what the rest of this guide focuses on.
A. Strike Off by Declaring the LLP Defunct (Form 24)
This is the route the MCA introduced through the LLP (Amendment) Rules, 2017, specifically to give dormant LLPs a straightforward exit. If the LLP has not carried on any business for one year or more, or never commenced business at all, the designated partners can apply to the ROC to have the name struck off. No liquidator, no Tribunal, no court hearing: the ROC processes it administratively.
B. Voluntary Winding Up of LLP
Used when the LLP has been operating, has assets or liabilities to settle, or the partners want a structured wind-down rather than a simple strike off. Partners pass a resolution, appoint a liquidator (if creditors are involved), settle all dues, distribute remaining assets, and then apply for dissolution. This route takes longer and costs more than Form 24, but it's the correct path when the LLP isn't simply dormant: it genuinely has business to close out.
C. Compulsory Winding Up by the Tribunal
An LLP may be compulsorily wound up by the National Company Law Tribunal (NCLT) if:
This route is initiated by creditors, partners, or the Registrar, not chosen voluntarily, and it's the most time-consuming and expensive of the three.
Before LegalDev can file Form 24 on your behalf, the LLP needs to meet these conditions:
If even one of these isn't met, for example a single unfiled Form 11 or an active bank account, the ROC will reject or return the application. This is the single most common reason strike-off applications get delayed.
LegalDev provides the affidavit and indemnity bond drafts as part of the service, so partners only need to sign, not draft, these from scratch.
The ₹500 government fee is rarely the real cost driver. LLPs that have skipped Form 8 or Form 11 for two to three years can accumulate late fees running into five or even six figures before the strike-off application can even be filed, since all pending returns must be cleared first. This is the single biggest reason to act early rather than let a dormant LLP sit unfiled.
The ROC's own review and public-notice window is the part outside anyone's direct control. A clean, complete application at the first attempt is the biggest factor in staying at the shorter end of that range.
An LLP that isn't operating still has statutory obligations. The Ministry of Corporate Affairs has been more active in recent years about issuing adjudication orders against LLPs and their partners for repeated non-filing, with penalties in individual cases reaching into the lakhs. Beyond the direct cost, a non-compliant LLP can also block partners from being appointed as directors or designated partners in future entities until the compliance backlog is cleared. Closing a genuinely inactive LLP the right way, once, is consistently cheaper and less disruptive than carrying it forward unfiled year after year.
GET A FREE CONSULTATION. Talk to a compliance expert about closing your LLP today.
An LLP can be closed by declaring it defunct and filing Form 24 for strike off, or through voluntary winding up where assets and liabilities are formally settled before dissolution.
Form 24 is the e-form filed with the ROC under Rule 37 of the LLP Rules, 2009, to apply for striking off an LLP's name from the register when it has no business, assets, or liabilities.
The government fee for Form 24 is around ₹500. The real cost usually comes from clearing any pending Form 8/Form 11 late fees (₹100/day per form) plus professional charges for document preparation and filing.
For an LLP with a clean filing history, strike off typically takes 90 to 120 days from document collection to ROC approval. LLPs with pending compliance to clear first can take 4 to 6 months.
Generally no. All overdue Form 8 and Form 11 filings must be cleared up to the date business ceased before the ROC will process a strike-off application, except in cases where the LLP never commenced business at all.
Yes. Simply stopping operations doesn't close an LLP legally. Until the ROC processes and approves the strike-off or winding-up application, the LLP remains on record and continues to attract filing obligations and penalties.
Key documents include the LLP agreement, PAN card, a CA-certified nil Statement of Accounts, bank closure proof, affidavits and indemnity bonds from designated partners, consent of all partners, and the latest ITR acknowledgement.
It's a statement showing nil assets and nil liabilities, certified by a practicing Chartered Accountant, and it cannot be dated earlier than 30 days before the date Form 24 is filed.
Yes. Form 24 requires the consent of all designated partners. If even one partner withholds consent, the application cannot proceed until that's resolved.
Late fees of ₹100 per day per form (Form 8 and Form 11) accumulate indefinitely with no cap, and the ROC may eventually initiate action or issue adjudication penalties against the LLP and its partners.
The MCA introduced Form 24 in 2017 specifically to simplify what used to be called the Fast Track Exit process for defunct LLPs, replacing a more cumbersome earlier procedure.
Strike off is a simpler administrative process for dormant LLPs with no assets or liabilities. Winding up is used when the LLP has assets or liabilities to settle and typically involves a liquidator and a longer timeline.
Yes, in limited circumstances. A creditor, partner, or the Registrar can apply to the NCLT to revive a struck-off LLP within the statutory time limit if sufficient cause is shown.
Yes, for obligations that existed before strike off or that arise later, as covered under the indemnity bond signed during the Form 24 filing. Strike off doesn't erase pre-existing liability.
It's winding up ordered by the NCLT, triggered by situations like the LLP being unable to pay debts, partner numbers falling below two for over six months, or five consecutive years of default in filing Form 8/Form 11.
No. The bank account should be closed before filing, since an active account is evidence the LLP may still be operating, which can lead to rejection of the strike-off application.
Yes. GST registration cancellation is a separate process from MCA strike off. An LLP with an active GST registration should apply for cancellation independently, generally before or alongside the closure process.
Yes. The LLP should file its income tax return up to the date of cessation of business, and the acknowledgement is typically required as supporting documentation for closure.
It's a declaration signed by the designated partners accepting personal responsibility for any liability of the LLP that surfaces even after the strike off, giving the ROC assurance before approving the application.
Yes. An LLP that never commenced business since incorporation can apply for strike off, and in such cases the requirement to file past annual returns may be relaxed at the ROC's discretion.
The DIN itself isn't automatically deactivated by LLP strike off. However, if the partner had unfiled DIR-3 KYC, that DIN would already be deactivated independently and needs separate reactivation.
There's no separate minimum for closure specifically, but all existing designated partners at the time of filing must give consent. Note that an LLP itself becomes eligible for compulsory winding up if partner numbers fall below two for more than six months.
Yes. LegalDev first reviews the LLP's filing history, clears any pending Form 8/Form 11 with the applicable late fee, and only then proceeds to Form 24 strike-off filing.
The standard MCA government fee for Form 24 is around ₹500, though it's worth confirming the current fee on the MCA portal at the time of filing since fee schedules are occasionally revised.
No. Strike off under Form 24 requires nil liabilities. An LLP with outstanding loans or creditors should either settle those first or proceed through voluntary winding up instead.
A practicing CA certifies the Statement of Accounts showing nil assets and liabilities, and in many cases also certifies Form 24 itself alongside the designated partner's digital signature.
Yes. Form 24 must be digitally signed by a designated partner using a valid DSC, along with certification by a practicing professional.
Rule 37 is the provision that allows the Registrar to strike off an LLP's name from the register, either on the LLP's own application (Form 24) or on the Registrar's own initiative for defunct LLPs.
Yes. Common rejection reasons include pending statutory filings, an active bank account, an outdated Statement of Accounts, or missing partner consent.
Both achieve a similar result, removing the entity from the register, but they follow different forms and rules: LLPs use Form 24 under the LLP Act and Rules, while companies use Form STK-2 under the Companies Act.
It's a process where the partners themselves decide to wind up the LLP, settle its assets and liabilities (appointing a liquidator if needed), and formally dissolve the entity, distinct from the simpler strike-off route.
The ROC, not the LLP, publishes the public notice as part of the strike-off process, giving stakeholders a window to raise objections before the name is formally struck off.
Yes, but all partners, including NRIs or foreign nationals, must still provide their consent and signed affidavits as part of the standard Form 24 requirements.
Keep the ROC's strike-off notice/certificate, the final CA-certified Statement of Accounts, and the last filed ITR acknowledgement indefinitely, since these serve as proof of legal closure if ever questioned later.
The application status can be tracked on the MCA portal using the LLP's LLPIN or the service request number generated at the time of filing.
Form 24 can technically be self-filed, but given the strict documentation requirements (30-day-old statements, unanimous consent, certified affidavits), most partners use a professional to avoid rejection and refiling delays.
There's no separate "penalty for not closing." The cost comes from continued Form 8/Form 11 late fees at ₹100/day per form, uncapped, plus the risk of ROC-initiated adjudication penalties for prolonged non-compliance.
Closing an LLP correctly comes down to sequence: clear the pending compliance first, get the nil Statement of Accounts, secure every partner's consent, then file Form 24. Skip any one of those, and the application comes back for correction, adding months to a process that should take three to four. LegalDev handles this sequence for LLPs across India, from clearing old Form 8/Form 11 backlogs to filing the final strike-off application, so partners deal with the process once and move on.