LLP Closure Procedure: Process, Form 24, Fees & Documents

Many LLPs stop doing business before they are closed legally. Partners either move on, funding dries up, or the business plan changes. When this happen, you still file annual returns, and pay penalties for every year the LLP stays open in records. For this situation, the procedure for LLP closure exists. This lets you remove a non-functional LLP from the Registrar of Companies records instead of letting compliance costs get compounded. Once you understand the procedure of closure of LLP, you can still plan your exit properly and avoid last minute surprises.

LLP strike-off is the process where you formally remove your LLP's name from the ROC records that is maintained by the Registrar of Companies records. It is governed by Section 75 of the Limited Liability Partnership Act 2008. You apply through e-Form 24 and once the registrar is satisfied, your LLP stands dissolved. This is different from winding up, which is used for LLPs with outstanding liabilities, disputes or a more complex closure. Strike off is meant for those LLPs that are inactive and free of outstanding obligations.

If you keep an inactive LLP registered then it won’t save you money, but it will do the opposite. You will continue to owe annual filings, and every return that you miss will also attract late fees that will add up quickly over the years. With LLP Strike Off, you close the entity formally and stop these obligations. This also protects the designated partners, as an LLP that is neither operating nor properly closed can create compliance issues and reputation issue too. If you want to restructure rather than close, then you may also want to look at LLP annual compliance requirements before deciding.

If you plan to close a dormant LLP, then this has several practical advantages:

No More Annual Filings

Once you strike off the LLP, you are no longer required to file Form 8 and Form 11 every year.

Lower Compliance Costs

You will not be liable for late fees and penalties that are tied to an inactive entity.

Clean Legal Exit:

With your decision to strike off the LLP, it will be removed from the register through a structured legal procedure.

Partner Protection

Designated partners are freed from the ongoing statutory responsibilities that are linked to LLP

Faster Than Winding Up

The Form 24 LLP closure is a faster procedure than a formal winding up process, since it does not need NCLT involvement.

You must check the basic due diligence before you start the process for closure of LLP:

• The LLP has not carried on any business since incorporation, or it has been inactive for at least one continuous year.

• All partners must agree in writing to the strike off.

• The LLP has no assets and no liabilities, or if it had then must have settled them fully.

• There are no pending legal proceedings against the LLP.

• Any kind of overdue returns (Form 8 and Form 11) up to the year business stopped have been filed.

• Bank accounts linked to the LLP have been closed.

Form 24 applications are filed with the jurisdictional Registrar of Companies (RoC) through the MCA portal. In 2024, the Centre for Processing Accelerated Corporate Exit (C-PACE) also processed these applications alongside the registrar, which has led to the speed up review timelines. In any case, your application and the supporting documents are examined before any decision on the strike off is made.

You must keep the following documents ready before you apply for an LLP strike off:

Partner and LLP Documents

• Consent of all the partners for the strike off

• Authority letter, duly signed by all designated partners

• Copy of the LLP agreement and any amendments

Financial Documents

• Statement of accounts that shows nil assets and liabilities, certified by a Chartered Accountant, dated within 30 days of filing

• Latest income tax return acknowledgement, if applicable

• Bank account closure certificate

Legal Declarations

• Affidavit from designated partners confirming that the LLP has ceased business and has no liabilities

• Indemnity bond, jointly or severally, from the designated partners

Below are the steps that involves the procedure for closing of LLP which normally happens right from beginning to end:

Step 1: Check Eligibility

It should be checked whether LLP is dormant for the prescribed period and has no outstanding payments.

Step 2: File Returns

In case it has some outstanding returns to be filed, then Form 8 and Form 11 are to be filed till the date of cessation of operations.

Step 3: Wind Up Affairs

Settle all liabilities, dispose of remaining assets, and close LLP's bank accounts.

Step 4: Obtain Partner’s Consent

Obtain written consent of all the partners to wind up LLP.

Step 5: Prepare Required Documents

Prepare Affidavit, Indemnity Bond, and Statement of Affairs with Chartered Accountant.

Step 6: File Form 24

File application and attachments via MCA Portal.

Step 7: Publication of Public Notice

RoC/C-PACE will publish notice inviting objections for one month.

Step 8: Obtain Strike Off Order

In absence of any objections, Registrar will strike off the LLP and publish dissolution notice.

Form 24 LLP closure fees primarily depends on certain considerations like the number of pending returns, whether there is a need for new DSCs, and the level of professional assistance that you require. Here is an indicative list:

Important: Government levies and late filing penalties will vary depending on your LLP’s circumstances and are subject to change. For this reason, you are encouraged to check with our professionals about the latest charges of MCA before proceeding. The above costs are those charged by us for professional fees only.

If an inactive LLP is not closed properly then it attracts penalties for missed annual filings. Every year of delay will add to the amount that you owe, and designated partners can also face separate consequences if the returns are pending for a long time. This is one of the primary reasons why partners choose to complete the procedure for closing an LLP sooner.

Once the registrar is satisfied with your application, it publishes a notice announcing the strike off and your LLP stays dissolved from the date of that notice. This closure is a formal legal event from that point onwards the LLP no longer exists as a business entity. However the designated partners may still be held responsible for any kind of liabilities or claims that comes up later on.

LLP strike off does not need to be renewed as we do for the licence or registrations. Once your LLP is dissolved, then that status is permanent unless you apply for its restoration, which can only happen through an appeal to the National Company Law Tribunal within the prescribed time limit. In normal circumstances, you don't need to do anything further after the strike off order has been issued.

The LLP strike off princess needs to be in an order, as you can't jump straight to filing Form 24. If there are any overdue Form 8 and Form 11 filings then it should be completed up to the year the LLP stopped doing the business. Your books of account should reflect nil assets and liabilities, and this must be certified by a practising CA. It also helps to cancel GST registration, and other statutory registrations, which are tied to the LLP before you file, as these can complicate your process.

If you spot an error after filing for strike off or partners change their mind before the application is processed by the Registrar, then you can request a withdrawal or correction. Once the strike off order is issued and published, reversing that is far more difficult and generally requires an application to the NCLT. So it is worth double-checking the documents before submission.

LLP strike off results in permanent dissolution that is different from a licence, there is no periodic renewal involved in the process. Your only ongoing responsibility as a former designated partner is to keep your records available in case of any future query that is related to the LLP's past operations.

LLP strike off does not have any renewal process. However, if the registrar raises objections or asks for any additional documents, then you may need to correct and resubmit the relevant paperwork. This is not uncommon, and it usually means that you are addressing the specific query that was raised, such as an incomplete affidavit or a mismatch in the statement of accounts, and filing again through the same portal.

There is generally no government fees involved for correcting or resubmitting the documents in most of the cases, however, additional professional charges may apply depending on the extent of rework that is needed. The costs vary by case, so it is best to confirm that with our consultant once you know what exactly has been flagged by the registrar.

Before you file Form 24, it is mandatory to surrender any active registrations that are linked to LLP, particularly the GST registration, as an active GST number can delay or complicate your strike off the application. If there are any other licences that are relevant to the line of business then these should be closed out and If the LLP has ongoing liabilities or disputes, that makes the strike off unsuitable, then a formal winding up maybe the more appropriate option.

There are a few common reasons that can lead to rejection or a request for resubmission:

• Pending Annual Returns: If the Form 8 or Form 11 filings are still outstanding.

• Unsettled Liabilities: The LLP still shows outstanding dues or assets so those must be settled.

• Incomplete Documents: Some of your Affidavits, indemnity bonds, or the statement of accounts may contain incomplete information.

• Open Bank Account: Your LLP's bank account is not yet closed.

• Partner Consents Incomplete: All designated partners have not signed the consents.

• DSC/DIN Problem: Digital Signature Certificates or Director Identification Numbers are not activated/valid.

• Active Registrations: The GST number or any other registration associated with your LLP is still active.

We at Companyregister.co.in assist you with the LLP strike off applications across several states including Delhi, Maharashtra, Karnataka, Tamil Nadu, Gujarat, Uttar Pradesh, Rajasthan, West Bengal, Telangana, and Andhra Pradesh. The core LLP close procedure stays the same nationwide as the Form 24 is filed centrally through the MCA portal, however local factors like professional certification availability can vary by state.

We help to close the LLPs across wide range of sectors, including:

• IT and software services

• E-commerce and retail

• Consulting and professional services

• Trading and import-export

• Small-scale manufacturing

• Real estate and construction

• Hospitality

• Media and marketing agencies

Whatever is your LLP's line of business, the standard process for closure of LLP remains the same, however, the supporting documents may differ slightly based on your sector.

We at Companyregister.co.in handle the complete LLP closure procedure from the start, from checking eligibility and clearing the overdue filings to preparing your affidavit, indemnity bond and statement of accounts. Our team files Form 24 on your behalf, tracks the application and responds to any registrar queries so that you don't have to chase the paperwork yourself.

Other than this, if you are planning to close out any other registrations, then we can support in that too. For instance, if you are originally registered as a Producer Company or another entity type, we can assist you on the right closure route for the structure. Our main aim is to make the closure of a limited liability partnership as smooth as setting one up