LLP Closure / Strike Off

What is LLP Closure / Strike Off?

Closing an LLP requires following a specific legal process to obtain formal strike-off from the MCA register, ensuring partners are not exposed to continuing liabilities. There are two primary routes: the voluntary strike-off under the LLP (Winding Up and Dissolution) Rules for defunct LLPs, and a formal winding up for LLPs with active operations or creditors. Our team assesses the right route, prepares all filings, and ensures the LLP is cleanly dissolved without residual compliance obligations.

The closure of a Limited Liability Partnership in India is governed by the Limited Liability Partnership Act, 2008, the LLP (Winding Up and Dissolution) Rules, 2012, and the LLP (Amendment) Rules, 2017. The Ministry of Corporate Affairs administers the closure process through the MCA21 portal. Choosing the correct closure route and executing it properly is critical, because an LLP that is not formally struck off remains a live legal entity in MCA records. The continuing Designated Partners of a live LLP remain obligated to file annual returns and statements of accounts regardless of whether the LLP is conducting any business. Failure to file these returns attracts penalties that accumulate year after year, and if the defaults persist, the Registrar may initiate compulsory strike-off proceedings, which can result in disqualification of the Designated Partners from holding similar positions in other entities. The primary closure route available to most startup-stage or small LLPs that have ceased operations is the voluntary strike-off under Rule 37 of the LLP (Winding Up and Dissolution) Rules. This route is available to an LLP that has not commenced business since incorporation, or that has not been carrying on business for a period of at least one year before the application. Crucially, the LLP must have no outstanding liabilities at the time of application, including tax liabilities, pending MCA filings, and any other creditor obligations. All bank accounts of the LLP must be closed before the application is filed. The process involves obtaining a declaration of consent from all partners, preparing a statement of accounts showing nil assets and liabilities not older than thirty days from the date of application, and filing Form 24 on the MCA21 portal. Before filing Form 24, the LLP must ensure that all pending annual returns on Form 11 and statements of accounts on Form 8 are filed and up to date. This is a mandatory pre-condition. Many LLPs seeking closure have accumulated filing defaults over two or more years, and these defaults must all be regularised before the Registrar will process the strike-off application. There is a concessional late fee scheme that the MCA has periodically introduced for defaulting LLPs specifically to enable them to clear their filings before closure, and our team monitors these schemes to reduce the cost of regularisation. The Registrar, upon receipt of Form 24, publishes a notice in the Official Gazette inviting objections from the public or from creditors for a period before finally striking off the LLP. If no valid objections are received, the Registrar issues a notice of strike-off and updates the MCA21 master data to reflect the LLP as dissolved. A certificate or intimation of dissolution is issued to the former Designated Partners. For LLPs with outstanding creditors, contingent liabilities, assets to be distributed, or ongoing legal proceedings, voluntary strike-off is not appropriate and the LLP must instead be wound up through a formal winding up process under the Insolvency and Bankruptcy Code, 2016, or through the court-supervised process under the LLP Act. This is a significantly more complex and time-consuming process involving the appointment of a liquidator, realisation of assets, settlement of creditors, and a final dissolution order from the appropriate tribunal. Tax compliance is a parallel obligation during closure. The LLP must file its final income tax return and obtain a no-objection from the tax authorities if required. If the LLP is registered for GST, the GST registration must be surrendered through the cancellation process on the GST portal before or alongside the MCA closure process. Failure to cancel the GST registration while filing for LLP strike-off creates a compliance gap that tax authorities may raise years later. Expert guidance through the LLP closure process protects the former Designated Partners from ongoing penalty accumulation, ensures tax compliance is properly concluded, and provides a clean documentary record confirming the legal end of the LLP. This is particularly important when the founders intend to incorporate a new entity or seek investment in the future, as due diligence processes routinely check the MCA records of all past entities associated with the founders.

How It Works

1. 1

   Compliance Audit and Regularisation of Pending Filings

   Conduct a full MCA compliance audit to identify all pending Form 11 (annual return) and Form 8 (statement of accounts) filings. File all outstanding returns and pay applicable late fees to bring the LLP to a fully compliant state before the closure application.

2. 2

   Close Bank Accounts and Settle All Liabilities

   Close all bank accounts held in the name of the LLP and obtain closure certificates from each bank. Settle all outstanding liabilities including vendor dues, tax arrears, and any pending creditor claims. Ensure nil balance position is achieved.

3. 3

   Cancel GST Registration

   If the LLP holds a GST registration, file a cancellation application on the GST portal under the CGST Act, 2017, and obtain the cancellation order before or alongside the MCA closure application.

4. 4

   Prepare Closure Documents

   Prepare the statement of accounts (not older than 30 days), affidavit and indemnity bond from all Designated Partners, partner consent declaration, and any other supporting documents required for Form 24.

5. 5

   File Form 24 on MCA21

   Submit Form 24 (application for striking off the name of LLP) on the MCA21 portal with all required attachments and digital signatures of all Designated Partners. Pay the prescribed government filing fee.

6. 6

   Registrar Review and Official Gazette Publication

   The Registrar reviews the application, publishes a notice in the Official Gazette, and upon expiry of the objection period without valid objections, issues the strike-off notice and updates MCA21 records to reflect the LLP as dissolved.

Government Fees

Professional Fees