LLP closure in Mumbai is done by filing LLP Form 24, but since 27 August 2024 that form goes to the Registrar, C-PACE rather than to ROC Mumbai-I. The government fee is ₹500 for a small LLP and ₹1,000 for others, and a Mumbai LLP adds Maharashtra stamp duty of ₹500 on each affidavit its designated partners sign. The other local steps are clearing state dues and handling any property the partners take home.
Where does a Mumbai LLP file Form 24?
Every Form 24 in India, including one from an LLP registered in Mumbai, is processed by the Registrar, C-PACE under G.S.R. 475(E) of 5 August 2024. Your jurisdictional ROC still holds the LLP's Form 8 and Form 11 history, and since 16 February 2026 that depends on the district of the registered office.
| LLP registered in | Jurisdictional ROC | Regional Director |
|---|---|---|
| Mumbai City or Mumbai Suburban (for example Bandra, Parel, Kurla) | ROC Mumbai-I | RD Western Region-I, Mumbai |
| Thane, Palghar or Raigad, including Navi Mumbai | ROC Mumbai-II | RD Western Region-II, Navi Mumbai |
The Regional Director matters if the LLP receives a penalty order for late returns, because appeals go there. The eligibility rules, the full document list and the alternative of voluntary liquidation are in our national guide to LLP winding up.
Maharashtra stamp duty when an LLP closes
Each affidavit signed in Maharashtra pays ₹500 under Article 4 of the Maharashtra Stamp Act, a rate in force since 14 October 2024 (it was ₹100 before). Form 24 needs an affidavit from the designated partners, so two partners signing separate affidavits pay ₹1,000.
The bigger stamp duty question is property. Form 24 needs nil assets, so anything the LLP owns has to be sold or handed out before filing, and Article 47(2) covers a dissolution or a partner's retirement:
- If, on dissolution or retirement, a partner takes property that a different partner had brought in, conveyance duty applies on its market value, subject to a minimum of ₹100.
- In any other case, the instrument pays ₹500.
Example. Seabreeze Interiors LLP (a made-up LLP in Andheri) owns a small office unit that one partner contributed. If that partner takes the unit back on dissolution, the deed pays ₹500 under Article 47(2)(b). If the other partner takes it, Article 47(2)(a) charges the Article 25 conveyance rate on the unit's market value instead.
Clearing Maharashtra registrations before LLP closure in Mumbai
Professional tax, GST and the shops and establishments registration are the three state-level items a Mumbai LLP usually holds. Each needs attention before the statement of nil assets and nil liabilities can honestly be signed.
- Professional tax. In Maharashtra an LLP and each of its partners pay ₹2,500 a year under a PTEC, and an LLP with staff also deducts tax under a PTRC. Settle the LLP's arrears; partners should check their own enrolment separately. Our professional tax registration in Mumbai page explains the two certificates.
- GST. An LLP registered for GST in Maharashtra holds a GSTIN starting 27. Cancel it as part of the clean-up; Ofin's GST registration cancellation includes the final return.
- Shops and establishments. The Maharashtra Shops and Establishments Act 2017 requires the employer to inform the Facilitator that the establishment has closed, within 30 days of closing.
Overdue Form 8 and Form 11 at ROC Mumbai-I
Form 24 asks for copies of the LLP's Form 8 and Form 11, so a Mumbai LLP with missed years must file them first. Late filing pays a multiple of the normal fee, and the LLP Act separately allows penalties of ₹100 a day per return, capped at ₹1 lakh for the LLP and ₹50,000 for each designated partner.
Two rules in section 76A soften the penalty:
- If the adjudicating officer sends a notice and the LLP files the missing Form 8 or Form 11 before, or within 30 days of, that notice, no penalty is imposed.
- A small LLP, or a recognised start-up LLP, pays half the penalty.
An appeal against a penalty order goes to the Regional Director within 60 days in Form 33, with a fee of ₹1,000 for a small LLP and ₹2,500 for others. Work out the additional fee with the MCA late fee calculator, or let Ofin's LLP annual compliance in Mumbai team clear the backlog.
Your Mumbai registered office and the one-month MCA notice
Section 13 of the LLP Act says an LLP must have a registered office where all communications and notices are received, and that does not stop when Form 24 is filed. Keep the Mumbai address, whether owned, rented on leave and licence or a co-working desk, working until the Gazette notice of dissolution is published.
Unlike a company, an LLP's strike off is not advertised in Maharashtra newspapers. Under rule 37 the contents of the application are placed on the MCA website for one month for public information, and only then can the name be struck off and the dissolution notified in the Official Gazette. A Mumbai creditor who has not been paid can bring the claim to the Registrar's attention in that month, so settle every bill first.
Partners who live outside Mumbai or abroad
Form 24 is signed digitally by one designated partner, but the authority to apply must be signed by every partner. Partners who have moved out of Mumbai, or out of India, still need to sign it, so collect signatures early.
Plan for these practical points early:
- The designated partner signing Form 24 needs a digital signature and quotes a DIN or DPIN in the form.
- If a partner has left the LLP, file the change in LLP partner change in Mumbai first, so the partner list on record matches the partners who sign.
- If only one partner is left, the LLP has six months before that partner becomes personally liable for new obligations under section 6(2).
How Ofin's Mumbai team closes your LLP
From our office at Shanti Bhuvan, Mulund West, Ofin's CAs, company secretaries and legal professionals draft the partners' authority and the affidavits for Maharashtra stamping, prepare the statement of accounts, file Form 24 with C-PACE and track it to the Gazette notice. Everything is online, a dedicated manager follows the file, and we reply within 24 hours. Fees start at ₹9,999. Get a fixed-price proposal.
