Close an LLP (Strike Off with Form 24)
Has your LLP stopped doing business? The simplest exit is a voluntary strike-off: with the consent of all partners, the LLP files Form 24 on the MCA V3 portal under Section 75 of the LLP Act, 2008 and Rule 37 of the LLP Rules, 2009. It needs one year or more of no business, and nil assets and liabilities.
What it is
A strike-off removes an LLP’s name from the register of limited liability partnerships. Once the strike-off notice is published in the Official Gazette, the LLP stands dissolved. No liquidator, no court. For an LLP that has quietly stopped trading, it is the natural exit.
The power comes from Section 75 of the Limited Liability Partnership Act, 2008, and the procedure from Rule 37 of the LLP Rules, 2009. Since 27 August 2024, your local Registrar of Companies no longer handles Form 24. C-PACE, the Centre for Processing Accelerated Corporate Exit, processes every application centrally.
Who it applies to
Registered, but never started business
An LLP that never commenced business can apply once it has carried on no business or operation for one year or more. Think of two friends in Gurugram who registered an LLP for a project that never took off.
Stopped trading a year or more ago
Rule 37(1)(b) needs a gap of one year or more with no business or operation. The clock runs from the date the LLP stopped its revenue-generating business.
Cleared every due, closed every account
Nil assets, nil liabilities and every bank account closed. All partners must consent. A majority is not enough.
Why it matters
Ends the yearly filing cycle for good
A dormant LLP still files Form 11 by 30 May, Form 8 by 30 October and an income tax return in ITR-5 every year. Closing it ends those filings and their fees.
Stops late fees from piling up
Late Form 8 and Form 11 attract additional fees in multiples of the normal fee. There is no upper cap.
Puts the timing in your hands
Leave an LLP idle long enough, and the Registrar can start strike-off on its own. Apply yourself, and the timing is yours.
Strike-off or winding up
Form 24 works only for an LLP with no assets and no liabilities. If it still holds money or property, or owes anyone anything, it needs liquidation or winding up instead.
| Strike-off (Form 24, Rule 37) | Voluntary liquidation (Section 59, IBC) | |
|---|---|---|
| Best suited for | LLPs with no business for one year or more | Solvent LLPs that still hold assets or owe money |
| Assets and liabilities | Must be nil | Can exist, but debts must be payable in full from the sale of assets |
| Who runs it | Designated partners file Form 24 with C-PACE | An insolvency professional appointed as liquidator |
| How it ends | Gazette notice; LLP dissolved | NCLT order dissolving the LLP |
The NCLT can also wind up an LLP under Section 64 of the LLP Act in specific cases. In practice, most small LLPs that have stopped trading fit strike-off once their dues are cleared. We suggest liquidation only when the balance sheet calls for it.
Documents required
From the designated partners
- Affidavit confirming when business stopped (or that it never started), that the LLP has no liabilities and that its bank accounts are closed
- Indemnity for any liability that may arise after strike-off
- Digital Signature Certificate for signing MCA forms
From the LLP
- Statement of account showing nil assets and nil liabilities, certified by a practising chartered accountant and made up to a date within 30 days of filing
- Consent of all partners
- LLP agreement and changes, if not already filed
Proof that everything is closed
- Bank account closure letter
- Acknowledgement of the latest income tax return, where applicable
- SRNs of Form 8 and Form 11 filed up to the year business stopped
- GST cancellation order, if registered
How it works
Confirm the LLP qualifies
We read the books and bank statements to fix when the LLP last did business. We also confirm that every partner will sign.
Catch up on Form 8 and Form 11
Rule 37 requires overdue Form 8 and Form 11 up to the end of the financial year in which the LLP stopped business. Say a Faridabad consulting LLP stopped billing in December 2024 and has filed nothing since. It must file every pending return up to FY 2024-25 before Form 24, which our annual ROC compliance filing service handles.
Pay creditors, cancel GST, close the bank account
Creditors get paid first. GST registration is cancelled through Form GST REG-16 on the GST portal, and the last ITR-5 goes in on the Income Tax e-filing portal. The bank account closes last.
Get the nil statement certified
Here is the catch: a CA can certify nil assets only after the bank account is closed, and the statement must be made up to a date within 30 days of filing. We time the two together. Up-to-date books of account kept by our bookkeeping team make this quicker.
File Form 24 on the MCA V3 portal
The designated partners sign the affidavit and indemnity, and every partner signs the consent. We attach the papers, pay the ₹500 or ₹1,000 fee and file with a designated partner’s DSC. C-PACE examines it and may ask for clarifications.
Wait out the notice, then the Gazette
A notice stays on the MCA website for one month. If no one shows cause against it, the name is struck off and a notice is published in the Official Gazette. The LLP is then dissolved.
Timelines
Count one full year of no business
No business or operation for one year or more before you apply. Pending Form 8 and Form 11 go in first.
Watch the 30-day and one-month clocks
The certified statement must be made up to a date within 30 days of filing. After scrutiny, the public notice stays on the MCA website for one month.
Plan for months, not weeks
Only the one-month notice is fixed by the rules. Scrutiny by C-PACE and any resubmission make up the rest.
What happens if you just abandon the LLP
Late fees keep climbing
Each late Form 8 and Form 11 attracts an additional fee that rises to 15 times the normal fee for a small LLP and 30 times for others, plus ₹10 or ₹20 a day beyond 360 days. Separately, Sections 34(5) and 35(2) allow a penalty of ₹100 a day, up to ₹1 lakh for the LLP and ₹50,000 for each designated partner.
The Registrar moves on its own
Under Rule 37(1)(a), once an LLP has done no business for two years or more, the Registrar can start strike-off itself, giving the LLP and its partners one month to reply. Registrars have read years of missing Form 8 and Form 11 as a sign of no business.
Partners stay liable
Under Rule 37(5), the liability of every designated partner and partner survives dissolution. And under Section 64(e), the NCLT can wind up an LLP that has missed Form 8 or Form 11 for five consecutive financial years.
Frequently asked questions
How long must an LLP be inactive before it can file Form 24?
One year or more. Rule 37(1)(b) lets an LLP apply in Form 24 once it has not carried on any business or operation for one year or more. An LLP that never started business can also apply after the one-year gap. We fix the exact cessation date from the bank statements and books, so the application stands up to scrutiny.
What is the government fee for Form 24?
₹500 for a small LLP and ₹1,000 for any other LLP, under Annexure A of the LLP Rules as amended from 1 April 2022. A small LLP has contribution up to ₹25 lakh and turnover up to ₹40 lakh. If Form 8 or Form 11 is overdue, its normal fee and additional fee come first. We work out the full government figure for your LLP before you pay anything.
Do we have to file pending Form 8 and Form 11 first?
Yes. Rule 37 requires the LLP to file overdue returns in Form 8 and Form 11 up to the end of the financial year in which it stopped business. Form 11 is due by 30 May and Form 8 by 30 October each year, so most dormant LLPs carry a backlog. We clear the backlog first, so Form 24 is not held up at the first check.
Can we file Form 24 if the LLP still has money in the bank?
No. The CA-certified statement attached to Form 24 must show nil assets and nil liabilities, and the designated partners’ affidavit must confirm that every bank account is closed. Use any balance to pay creditors, settle the rest with the partners as the LLP agreement says, and then close the account. Once the books show zero on both sides, the LLP is ready to apply.
Can one partner stop the closure?
Yes. Rule 37(1)(b) requires the consent of all partners for a Form 24 application. Picture a Ballabgarh trading LLP where one of three partners has moved abroad and stopped replying. The practical fix is to settle the final accounts with that partner first. We help partners agree the numbers, so the application goes in with every signature.
Does strike-off end the partners’ liability?
No. Rule 37(5) says the liability of every designated partner and partner continues after dissolution and can be enforced as if the LLP had not been dissolved. That is why the affidavit includes an indemnity, and why we settle tax, GST and creditor dues before filing. Close the LLP carefully, and there is nothing left for anyone to pursue later.
What if the Registrar has already sent a strike-off notice?
Reply within one month. Under Rule 37(1)(a), the Registrar must write to the LLP and all its partners and give them that month to send a representation. Do not sit on it. If the LLP is still in business, file the pending Form 8 and Form 11 and show that it is active. If you no longer need the LLP, tell us early and we will plan a proper Form 24 closure.
Does the CCFS-2026 relief scheme help an LLP close?
No. CCFS-2026 ran from 15 April to 31 August 2026 and covered companies under the Companies Act only. LLP forms were never part of it, and the scheme has now ended. LLPs pay the normal Form 24 fee and the usual additional fees on overdue Form 8 and Form 11. The sooner the backlog is cleared, the smaller that bill gets.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
| Government fee | Small LLP | Other LLP |
|---|---|---|
| Form 24 (strike-off) | ₹500 | ₹1,000 |
| Form 8 or Form 11, normal fee per form (by contribution) | ₹50 to ₹600 | ₹50 to ₹600 |
| Additional fee, 180–360 days late | 15 times the normal fee | 30 times the normal fee |
| Additional fee, Form 8 or Form 11 beyond 360 days | 15 times the normal fee plus ₹10 per day | 30 times the normal fee plus ₹20 per day |
Ready to begin?
Tell us when your LLP last did business and what is still open. We will map the cleanest route to the Gazette notice.