LLP Closure / Strike Off

The first and most common route for small or defunct LLPs is voluntary strike-off under Rule 37 of the LLP (Winding Up and Dissolution) Rules, 2012, by filing Form 24 on the MCA21 portal. This route is available only to LLPs with no outstanding liabilities, closed bank accounts, and all pending MCA filings up to date. The second route is formal winding up under the Insolvency and Bankruptcy Code, 2016, or through the National Company Law Tribunal, applicable when the LLP has active creditors, ongoing legal disputes, or assets that must be liquidated and distributed.

Form 24 is the application form for striking off the name of an LLP from the MCA register, filed under Rule 37 of the LLP (Winding Up and Dissolution) Rules, 2012. The form must be digitally signed by all Designated Partners of the LLP using their respective Class 3 Digital Signature Certificates. It must be accompanied by a statement of accounts showing nil assets and liabilities prepared not more than thirty days before the date of filing, an affidavit and indemnity bond from all Designated Partners, and consent declarations from all partners.

No. The Registrar will not process a Form 24 application if the LLP has pending or outstanding annual returns (Form 11) or statements of accounts (Form 8) that have not been filed. All outstanding filings must be regularised and all late fees paid before the closure application is submitted. The MCA has from time to time introduced concessional fee schemes for LLPs seeking to regularise and close, and our team monitors these programmes to minimise the cost of clearance before closure.

After all pre-conditions are met and Form 24 is filed, the Registrar typically issues a notice in the Official Gazette within two to three months. The public objection period is then open for a further period before the Registrar issues the final strike-off order. The entire process from filing Form 24 to receiving the dissolution confirmation typically takes three to six months. This timeline can be extended if the Registrar raises queries about the application or if the Official Gazette publication is delayed.

The GST registration of the LLP does not automatically cancel when the MCA strikes off the LLP. A separate cancellation application must be filed on the GST portal under Section 29 of the CGST Act, 2017. Failure to cancel the GST registration creates a continuing obligation to file nil GST returns even after MCA dissolution, and non-filing of GST returns attracts penalties and can result in the GST registration being cancelled suo motu by the tax authority, which may carry additional consequences. We coordinate the GST cancellation as part of the closure process.

Upon dissolution of an LLP through the formal winding up process, outstanding creditors are settled from the LLP's assets and any remaining amounts may, in certain circumstances, create residual personal liability for the Designated Partners, depending on the nature of the liability and any personal guarantees given. In a voluntary strike-off where the LLP has nil liabilities at the time of closure, the partners provide an indemnity bond confirming nil liabilities, and the dissolution is clean. However, tax liabilities and statutory dues that were concealed or not fully settled can be pursued against partners even after dissolution.

Yes. The Registrar of Companies has the power to restore the name of an LLP to the register if it is established that the LLP was struck off unfairly or if there are compelling reasons for restoration, such as the discovery of an asset or an ongoing legal claim in the LLP's name. An application for restoration must be made to the National Company Law Tribunal within twenty years of the date of dissolution. Restoration effectively reverses the strike-off and the LLP is treated as having been in existence continuously from incorporation. This is an exceptional remedy and not a routine process.

While a formal no-objection certificate from the Income Tax department is not always mandatory for LLP strike-off under the current MCA process, the LLP must have filed all outstanding income tax returns up to the date of cessation of business. The affidavit filed with Form 24 requires the Designated Partners to declare that the LLP has met all tax obligations. Making a false declaration in this affidavit is a criminal offence. Our process includes a tax compliance review to ensure all income tax returns are filed and any pending tax dues are identified and settled before the closure application is submitted.

Upon successful strike-off, the Registrar of Companies causes a notice to be published in the Official Gazette stating that the name of the LLP has been struck off the register and the LLP is dissolved with effect from the date specified in the notice. The MCA21 master data record for the LLP is updated to reflect the status as 'Struck Off' or 'Dissolved'. We provide the former Designated Partners with a copy of the Gazette notification, the MCA21 master data print confirming dissolution, and all filed documents for their permanent records.