To close an LLP that has not carried on business for one year or more, its partners apply to strike off its name in LLP Form 24, which goes to the Registrar, C-PACE. The government fee is ₹500 for a small LLP and ₹1,000 for any other LLP. Form 24 needs the authority of all partners, a CA-certified statement showing nil assets and nil liabilities, an affidavit from the designated partners and copies of Form 8, Form 11 and the latest income tax return.
When can an LLP be closed by strike off?
An LLP can apply in Form 24 once it has not carried on any business or operation for one year or more, with the consent of all its partners (rule 37 of the LLP Rules 2009). Nothing can be left over: the statement of accounts inside Form 24 must disclose nil assets and nil liabilities.
Three situations change the answer:
- Assets or debts remain. A solvent LLP that still owns property or owes money uses voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code instead.
- It is regulated. An LLP regulated under a special law must attach its regulator's approval or no-objection certificate.
- Only one partner is left. Under section 6(2) of the LLP Act, if an LLP keeps doing business for more than six months with fewer than two partners, the sole partner who knows it becomes personally liable for obligations the LLP incurs after those six months. Close the LLP or admit a partner before then.
Section 64 also lets the NCLT wind up an LLP, for example if it has had fewer than two partners for more than six months or has not filed its Statement of Account and Solvency or annual return for five consecutive financial years.
LLP closure documents and who signs them
Form 24 is signed with the digital signature of a designated partner, and its statement of accounts is signed by a chartered accountant with a membership number. Everything else is attached as a document, so the partners' signatures are collected before filing.
| Document | Who provides it | Notes |
|---|---|---|
| Authority to make the application | All partners | The rules require the consent of every partner |
| Statement of accounts with nil assets and nil liabilities | Chartered accountant | Filled in within Form 24 |
| Affidavit | Designated partners | Required by rule 37(1A) |
| Form 8 (Statement of Account and Solvency) | The LLP | Copy of the filed form |
| Form 11 (annual return) | The LLP | Copy of the filed form |
| Acknowledgement of the latest income tax return | LLP | Form 24 also asks whether returns are up to date |
| Order or no-objection certificate | Regulator | Only for regulated LLPs |
Form 24 also asks for the date the LLP stopped business, the reasons for closing, whether the Registrar has already started action, and details of any prosecution pending against the LLP or its partners.
How to close an LLP: step-by-step process
The steps run from clean-up to Gazette notice. Since 27 August 2024 Form 24 has been processed by the Registrar, C-PACE (G.S.R. 475(E) of 5 August 2024), so an LLP anywhere in India files with the same office.
- Stop business, collect receivables and pay every creditor, tax due and loan.
- Close the bank account and cancel the GST registration if the LLP has one.
- File any pending Form 8 and Form 11 and the income tax return.
- Get the authority to apply signed by all partners and the affidavit signed by the designated partners.
- Have a CA prepare the statement of nil assets and nil liabilities.
- File Form 24 with the fee of ₹500 or ₹1,000.
- The application is placed on the MCA website for one month so the public can see it.
- The Registrar strikes the name off and publishes a notice in the Official Gazette, and the LLP stands dissolved on publication.
LLP strike off fee and the real cost of overdue returns
The Form 24 fee is ₹500 for a small LLP and ₹1,000 for others, under Annexure A of the LLP Rules. A small LLP is one with contribution up to ₹25 lakh and turnover up to ₹40 lakh, unless higher limits are prescribed. Overdue Form 8 and Form 11 usually cost far more than the closure fee itself.
Each late form pays a multiple of its normal fee, and after 360 days a daily charge is added.
Example. Coralpoint Design LLP (a made-up small LLP with ₹10 lakh contribution) never filed its FY 2024-25 returns. Filing them on 20 October 2026, Form 11 (due 30 May 2025) carries ₹3,730 in additional fees and Form 8 (due 30 October 2025) carries ₹2,250, a total of ₹5,980. That is almost 12 times the ₹500 Form 24 fee, before the ₹150 normal fee on each form.
Run your own dates through the MCA late fee calculator. Separately, the LLP Act allows penalties of ₹100 a day for each late return, up to ₹1 lakh for the LLP and ₹50,000 for each designated partner. If several years are pending, Ofin's LLP annual compliance service clears them first.
How long does LLP closure take?
Neither section 75 of the LLP Act nor rule 37 sets a deadline for the Registrar to decide a Form 24. What is fixed is the one-month period in which the application is shown on the MCA website before the name can be struck off, so even a clean filing takes at least a month.
Your preparation decides most of the timeline. A year of no business has to pass before you can file at all, and missing returns, an open bank account or a partner who has not signed are the usual reasons the start date slips. In the first months after C-PACE took over, MCA reported that 3,264 LLPs had been struck off by 15 November 2024.
Form 24 or voluntary liquidation for an LLP
Form 24 suits an LLP that has nothing left. If the LLP still holds assets or owes money and can pay everyone in full, voluntary liquidation under section 59 of the IBC is the route, with an insolvency professional as liquidator and a final order from the NCLT.
For an LLP, the declaration of solvency comes from a majority of the designated partners, and the partners appoint the liquidator by a resolution passed by a special majority within four weeks. If the LLP owes money, creditors holding two-thirds in value must approve within seven days. Since 26 May 2026 the process must be completed within a specified period of not more than one year. The close your company finder works for LLPs too and shows which route is open.
What happens after an LLP is struck off
The LLP is dissolved when the Registrar's notice appears in the Official Gazette, but the designated partner signing Form 24 confirms two things that survive it. The LLP's assets remain available to pay its liabilities even after the order removing its name, and the liability of every designated partner continues as if the LLP had not been dissolved.
That is why the nil statement matters. A creditor or tax claim that surfaces after dissolution can still be pursued, and a false statement in the form exposes the signatory to prosecution under section 37 of the LLP Act.
Common reasons Form 24 is delayed
Most delays trace back to one missing item. Check these before you file:
- Less than a year has passed since the LLP stopped business.
- Form 8 or Form 11 is still pending for a past year.
- A partner abroad or out of touch has not signed the authority.
- The bank account is still open, so the statement cannot show nil assets.
- A regulated LLP has no regulator's approval.
- A pending prosecution is not disclosed.
How Ofin closes your LLP
Ofin's CAs, company secretaries and legal professionals draft the partners' authority and affidavits, prepare the statement of accounts, file Form 24 and track it to the Gazette notice, with a dedicated manager. Fees start at ₹9,999.
Some packages also cover GST cancellation with the final GSTR-10 return, or two Class III DSCs. Everything is online and we reply within 24 hours. To close a company instead, see company winding up. Get a fixed-price proposal.
