LLP Winding Up in India — Striking Off an LLP Through Form 24
An LLP is closed in one of two ways. The ordinary route is a strike-off: an application in Form 24 under section 75 of the LLP Act, 2008 read with Rule 37 of the LLP Rules, 2009, asking the Registrar to remove the LLP’s name from the register. The heavier route is voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016, where a liquidator realises assets and settles claims. For almost every dormant or shelved LLP, Form 24 is the answer.
The condition that decides eligibility is inactivity. Rule 37 permits a voluntary application where the LLP has not commenced business, or has ceased to carry on business for one year or more, and all partners consent. The condition that decides the timeline is everything else: the annual filings have to be current up to the year of cessation, the bank accounts closed, GST cancelled, and a nil statement of accounts certified by a Chartered Accountant within thirty days of filing.
This guide covers both routes and how to choose, the Rule 37 eligibility test and what "date of cessation of commercial operation" means, the full Form 24 document pack under Rule 37(1A), the prerequisites that have to be cleared first, the move to C-PACE processing in 2024, indicative cost and realistic timelines, and the reasons applications come back.
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What does winding up an LLP mean?
Winding up an LLP is the process of ending its existence as a body corporate. Once the name is struck off the register, the LLP no longer exists as a legal person — it cannot contract, hold property, sue, or be sued in its own name, and the annual filing obligation stops.
That last point is the reason most partners come to this. An LLP that stopped trading years ago keeps accruing additional fees on two forms a year, and since April 2022 the beyond-360-day slab adds a continuing daily amount on top of the maximum multiplier. Doing nothing is the most expensive option available — see LLP annual filing for how that ladder works.
Unlike a company, an LLP has no dormant-status equivalent under its own statute. There is no MSC-1 route to park it with a reduced filing load. The choice is to keep filing both annual forms every year, or to close it.
What are the two routes to close an LLP?
| Aspect | Strike-off (Form 24) | Voluntary liquidation (section 59, IBC) |
|---|---|---|
| Suited to | Inactive LLP with no assets and no liabilities | Solvent LLP with assets to realise or creditors to pay |
| Governing law | Section 75, LLP Act and Rule 37, LLP Rules, 2009 | Section 59, IBC and the IBBI Voluntary Liquidation Regulations, 2017 |
| Authority | Registrar at C-PACE | NCLT, on the liquidator’s application |
| Liquidator required | No | Yes — an IBBI-registered insolvency professional |
| Partner approval | Consent of all partners | Declaration of solvency plus a resolution of partners |
| Creditor involvement | Consent of creditors where any liability existed | Approval of creditors representing two-thirds in value of the debt |
| Complexity and cost | Low — a document exercise | High — professional fees, valuation, Tribunal appearances |
| Typical duration | A few months | Several months to over a year |
| Concluding act | Name struck off and published in the Official Gazette | Dissolution order by the NCLT |
The test is the same as for a company. If the statement of accounts can be brought to nil assets and nil liabilities before you apply, Form 24 is the route. If it cannot — because there is property to sell, debt to settle in a defined order, or a surplus to distribute among partners — a liquidator has to be appointed. The company equivalent is set out in winding up of a company.
Which LLPs are eligible to file Form 24?
Section 75 empowers the Registrar to strike an LLP off where it is not carrying on any business or operation, and Rule 37 provides the procedure. The voluntary application route is available where the LLP has not commenced business at all, or where it commenced business and has ceased to carry it on for one year or more, with the consent of all partners.
- The LLP has not commenced business, or has ceased business for one year or more
- All partners consent in writing to the strike-off
- The LLP has no liabilities, debts, or obligations to creditors
- All assets have been disposed of or distributed among the partners
- All bank accounts have been closed, or none was ever opened
- Annual filings in Form 8 and Form 11 are current up to the financial year of cessation
- The income tax return has been filed where the LLP carried on business
- GST registration is cancelled and the final return filed — see GSTR-10 filing
- Other licences and registrations have been surrendered
- No pending litigation, prosecution, or investigation involving the LLP
Note the sixth item, because partners hope it is negotiable and it is not. An LLP that has defaulted on annual compliance can still apply for voluntary strike-off, but only after filing the requisite overdue returns up to the year in which business ceased. Skipping filings does not save the money; it just defers it to the day you want out.
What is the date of cessation of commercial operation?
It is the single most consequential date in the application, because it sets how far back the annual filings have to be brought current and whether the one-year inactivity condition is satisfied.
The Explanation to Rule 37(1A) defines it: the date of cessation of commercial operation is the date from which the LLP ceased to carry on its revenue generating business, and transactions such as receipt of money from debtors or payment of money to creditors subsequent to that cessation do not form part of revenue generating business.
That carve-out is genuinely helpful. Collecting a final receivable or paying off a last creditor after you stopped trading does not restart the clock or push the cessation date forward. What does matter is any real revenue-generating activity — a new invoice, a fresh engagement — which resets the one-year period and moves the filing cut-off with it. Fix this date on the evidence, document it, and use it consistently across the affidavits and the statement of accounts.
What has to be done before filing Form 24?
- 1.Establish and document the date of cessation of commercial operation
- 2.Settle every liability — creditors, loans, partner dues, and statutory dues
- 3.Distribute or write off all remaining assets so the statement can show nil
- 4.File all pending Form 11 returns up to the cessation year — Form 11 first for each year
- 5.File all pending Form 8 returns for the same period
- 6.File any pending Form 3 or Form 4 so the partner register matches reality
- 7.File the income tax return, including a nil return where a PAN exists and business was carried on
- 8.Cancel GST registration and file the final return
- 9.Surrender professional tax, PF, ESI, shop and establishment, and any sector licence
- 10.Close every bank account and obtain closure certificates or bank statements evidencing closure
- 11.Confirm each designated partner’s DPIN is active and DSC unexpired
- 12.Only then have the nil statement of accounts certified and file Form 24 within thirty days of that certificate
Bank closure and GST cancellation are the two long leads. Banks commonly take weeks to issue a closure certificate, and a GST cancellation with the final return can take longer still. Start both at the beginning of the project, not when the rest of the pack is ready.
What documents are required for Form 24?
Rule 37(1A) and the form’s own requirements produce a defined pack. Most of it is mandatory rather than optional.
- A statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice, made up to a date not earlier than thirty days before the date of filing
- An affidavit signed by the designated partners, jointly or severally, stating the date from which the LLP ceased to carry on business, that it has no liabilities and indemnifying any liability that may arise after striking off, and dealing with the bank account and income tax return position
- An undertaking or indemnity bond from the designated partners for striking off the name
- A detailed application setting out the grounds
- Copy of the authority to make the application
- Written consent of all partners to the strike-off, or the resolution passed by them
- Consent of all creditors, where any liability existed
- Identity and address proof of all the partners
- Copy of the acknowledgement of the latest income tax return filed, where the LLP carried on business
- Copy of the initial LLP agreement and all changes to it, where the LLP did not commence business and the agreement was never filed
- Proof of closure of bank accounts, or a statement in the affidavit that no account was ever opened
- No-objection certificate from any other regulating authority, where applicable
The thirty-day rule on the certified statement of accounts is what governs the sequence — it is the last thing you obtain before filing. The affidavit is the other document people underestimate: it is a sworn statement about the cessation date, the absence of liabilities, and the bank position, and it carries a personal indemnity from the designated partners.
How to file Form 24 step by step?
- 1.Complete every prerequisite above — filings, cancellations, bank closures
- 2.Hold a meeting of partners and pass the resolution approving the strike-off
- 3.Obtain the written consent of every partner, signed and dated
- 4.Obtain the consent of any creditor whose liability existed at any point
- 5.Draft the detailed application, the authority to apply, the affidavits, and the indemnity bond
- 6.Have the affidavits and indemnity bond executed on stamp paper and notarised
- 7.Have a Chartered Accountant in practice certify the nil statement of accounts
- 8.Assemble partner identity and address proofs, the ITR acknowledgement, and the bank closure evidence
- 9.File Form 24 with the Registrar at C-PACE with the prescribed fee and all attachments
- 10.Have the form digitally signed by a designated partner and certified by a practising professional
- 11.Respond promptly to any query or resubmission request from the Registrar
- 12.Await the public notice and the publication of the strike-off in the Official Gazette
Do not leave the notarisation to the end. Stamp paper value, format, and the exact wording of the indemnity vary in practice, and a defective affidavit is one of the most common reasons an otherwise complete application comes back.
What changed when LLP strike-off moved to C-PACE?
The Centre for Processing Accelerated Corporate Exit originally handled company strike-offs only. The Limited Liability Partnership (Amendment) Rules, 2024, notified in August 2024 and effective from 27 August 2024, extended C-PACE to LLPs — so a Form 24 application is now approved by the Registrar at C-PACE rather than by the state-level Registrar.
- A single centralised window instead of jurisdiction-by-jurisdiction variation
- Standardised scrutiny and more predictable processing sequence
- Streamlined publication of notices rather than ad hoc scheduling
- A faceless process with no physical interaction with the Registrar
- Greater weight on a complete, correct first filing, because resubmission opportunities are limited
Commentary on the change has quoted indicative approval windows in the range of a couple of months for a clean application. Treat those as observed practice rather than a guaranteed service level — the processing time is not fixed in the rules, and a query resets your calendar.
How much does it cost to close an LLP, and how long does it take?
| Cost head | Who charges it | Indicative amount |
|---|---|---|
| Form 24 application fee | MCA | A nominal fixed fee under the LLP fee annexure — commonly cited as ₹500 |
| Pending Form 11 per year | MCA | Normal fee plus the delay multiplier, and a daily amount beyond 360 days |
| Pending Form 8 per year | MCA | Normal fee plus the delay multiplier, and a daily amount beyond 360 days |
| Pending Form 3 or Form 4 | MCA | Normal fee plus the delay multiplier |
| CA certification of the nil statement of accounts | Practising CA | Scoped to the engagement |
| Notarisation and stamp paper for affidavits and indemnity | Notary | Nominal, per designated partner |
| GST cancellation and final return | CA firm | Scoped to the engagement |
| Professional certification of Form 24 | Practising CA / CS / CMA | Scoped to the engagement |
| Professional fees | CA / CS firm | Scoped after a short discovery call |
The application fee is trivial; the backlog is not. For an LLP several years behind, the accumulated additional fee on Forms 8 and 11 is usually the largest single line, and it keeps growing daily under the beyond-360-day slab. That is the strongest argument for acting now rather than next year, and LLPs had no equivalent of the company facilitation scheme described in CCFS scheme company compliance to discount it.
On timing, budget a few months end to end. The variable is preparation — bank closures, GST cancellation, and the filing backlog — rather than the Registrar’s processing, and fee figures above are indicative and confirmed before filing.
Can the Registrar strike off an LLP on its own?
Yes. Rule 37(1)(a) allows the Registrar to initiate strike-off on its own motion where an LLP is not carrying on any business or operation for a period of two years or more. A notice is issued to the LLP and its partners, and unless a satisfactory reply is received within the period stated, the name can be struck off.
A suo-moto strike-off sounds convenient — the LLP disappears without a filing. It is not a good outcome. The partners have no control over the timing, the annual filing default and its accumulated fees remain on the record, and the LLP is removed without the documented indemnity position and clean paper trail that a voluntary Form 24 produces. If a sale, a bank relationship, or another entity’s diligence ever looks at the partners’ history, a voluntary closure reads very differently from an abandoned one.
Repeated non-filing of Form 8 and Form 11 is the trigger the Registrar works from, which is the practical reason the annual forms matter even on an LLP nobody is running.
What is voluntary liquidation of an LLP under the IBC?
An LLP is a corporate person for the purposes of the Insolvency and Bankruptcy Code, so section 59 is available to it. The route is used where the LLP is solvent but has a real balance sheet to unwind — assets to realise, creditors to pay in the statutory order, or a surplus to distribute among partners. It runs alongside the winding-up provisions in sections 63 to 65 of the LLP Act and the LLP (Winding up and Dissolution) Rules, 2012.
- 1.A declaration of solvency by the designated partners that the LLP can pay its debts in full from the proceeds of its assets
- 2.A resolution of the partners approving the voluntary winding up and appointing an IBBI-registered insolvency professional as liquidator
- 3.Approval of creditors representing two-thirds in value of the debt, where the LLP owes any debt
- 4.Intimation to the Registrar and to the IBBI within the prescribed period
- 5.A public announcement by the liquidator inviting claims within the period the Regulations allow
- 6.Realisation of assets, verification of claims, and distribution in the statutory order
- 7.A final report by the liquidator and an application to the NCLT for dissolution
- 8.The NCLT dissolution order, forwarded to the Registrar within the prescribed period
The Regulations prescribe outer timelines for the liquidator and have been amended more than once, so the applicable periods are confirmed at the outset. This route costs materially more than a strike-off, which is why it is reserved for LLPs that genuinely cannot reach nil assets and nil liabilities before applying.
What happens to the partners after an LLP is struck off?
The indemnity in the Form 24 pack is the point. Designated partners affirm on affidavit that the LLP has no liabilities and indemnify any liability that may arise even after the name is struck off the register. A strike-off obtained on an inaccurate nil statement is therefore not protection — it is a sworn statement the partners have personally backed.
- Personal indemnity for liabilities surfacing after strike-off, per the affidavit and indemnity bond
- Any DPIN or DIN remains allotted, and periodic KYC continues to apply — see DIR-3 KYC
- Income tax assessments and proceedings for past years are not extinguished by the strike-off
- Records should be retained, because the partners may need to evidence the position stated
- Personal guarantees given for LLP borrowings survive independently of the LLP
Practically, this means the diligence before applying is not a formality. Confirm there is no undisclosed creditor, no unpaid statutory due, and no open assessment before the affidavit is sworn.
Why do Form 24 applications get rejected?
- Statement of accounts dated more than thirty days before filing
- Statement of accounts not showing nil, or not certified by a CA in practice
- Form 8 or Form 11 backlog not cleared up to the year of cessation
- Unfiled Form 3 or Form 4, so the partner list does not match the register
- Bank account still open, or closure evidence not produced
- Affidavit format, stamp paper, or notarisation defective
- Consent of one partner missing — the rule requires all partners
- Creditor consent absent where a liability existed at any point
- ITR acknowledgement not attached where the LLP carried on business
- LLP agreement and supplementary deeds not attached where they were never filed
- Expired DSC, or a designated partner whose DPIN is deactivated
- Cessation date stated inconsistently across the application, affidavit, and accounts
Nearly all of these are preparation failures rather than eligibility problems. With resubmission opportunities limited under the centralised process, the cheapest approach is a single complete filing rather than an iterative one.
What is the LLP closure checklist?
- 1.Fix the date of cessation of commercial operation on documentary evidence
- 2.Confirm the LLP has not commenced business, or has been inactive for a year or more
- 3.Decide the route — Form 24 strike-off or voluntary liquidation
- 4.Settle every liability and distribute or write off every asset
- 5.Clear the Form 11 and Form 8 backlog up to the cessation year, Form 11 first
- 6.Clear any pending Form 3 and Form 4
- 7.File the income tax return and cancel GST with the final return
- 8.Surrender all other licences and registrations
- 9.Close all bank accounts and collect the closure evidence
- 10.Obtain written consent from every partner, and from creditors where applicable
- 11.Execute and notarise the affidavits and the indemnity bond
- 12.Obtain the CA-certified nil statement of accounts and file Form 24 within thirty days of it
- 13.Track the application through the public notice to the Gazette publication
- 14.Retain the entire pack — the indemnity means the file matters after closure
Why choose Arjun Filings for LLP winding up?
Arjun Filings runs LLP winding up as a checklist-first engagement: a qualified CA or CS scopes the work, tells you exactly which documents are needed, and reviews every form before it is signed and submitted. You get a named specialist, a status update at each stage, and a compliance calendar for whatever comes next.
- Specialist support for LLP winding up
- Due-date calendar and penalty awareness
- Form review before DSC signing
- Status updates until acknowledgement