Close a defunct LLP through Form 24 — eligibility, documents, step-by-step MCA V3 procedure, and consequences of strike-off under the LLP Act, 2008.
Application for Closure of Defunct LLP
A defunct LLP — one that has been inactive for at least one year and holds nil assets and nil liabilities — can exit the register through a streamlined strike-off process under Rule 37 of the LLP Rules, 2009, using Form 24 on the MCA V3 portal. The process avoids formal winding-up proceedings entirely, costs a fraction of liquidation, and permanently eliminates recurring compliance obligations. The eligibility bar is strict: every overdue statutory filing must be cleared, every bank account closed, and every rupee of liability settled before the application is submitted.
What Makes an LLP "Defunct" Under Indian Law
Section 75 of the Limited Liability Partnership Act, 2008 empowers the Registrar of Companies (RoC) to remove an LLP's name from the register in two scenarios:
- The LLP has not commenced business within one year of incorporation.
- The LLP has not been carrying on any business or operation for a period of one year or more — and makes a voluntary application under Form 24.
For the fast-track voluntary route, the operative test is inactivity for at least one year preceding the application date. "Inactive" means no revenue transactions, no bank debits or credits, no active contracts, no employees, and no new statutory obligations being generated after the cessation date.
An LLP with a live GST liability, an active loan, employees on payroll, or immovable property on its books cannot be treated as defunct. It must pursue either voluntary winding up under Chapter XIII of the LLP Act or, if insolvent, proceedings under the Insolvency and Bankruptcy Code, 2016.
Eligibility Checklist Before You Open Form 24
The MCA V3 system and the RoC cross-check every condition below. A single unmet criterion is grounds for outright rejection or a show-cause notice.
All of the following must be true on the date of application:
- [ ] The LLP has not commenced business, or has been continuously inactive for at least 12 months.
- [ ] The balance sheet shows nil assets and nil liabilities. Even a Rs. 500 credit balance in a savings account disqualifies you — close the account first.
- [ ] All Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) filings are up to date for every year in which they were due. The MCA V3 system runs a live check against its database the moment you submit.
- [ ] All bank accounts in the LLP's name are formally closed with written closure certificates from the bank.
- [ ] All partners (not only designated partners) have consented via a dated and signed resolution.
- [ ] No criminal proceedings or court orders are pending against the LLP.
- [ ] The LLP has not been adjudicated insolvent and no insolvency petition is pending before the National Company Law Tribunal (NCLT).
If your LLP fails any item above — particularly on assets and liabilities — Form 24 is not available to you. Fix the condition first, or choose the correct alternative route.
The Cost of Doing Nothing: A Worked Example
The most compelling argument for prompt closure is simple arithmetic. Under the LLP Rules, the additional fee for delayed filing is Rs. 100 per day per form — with no statutory upper cap currently prescribed for LLPs.
Scenario: Ravi and Priya incorporated Horizon Solutions LLP in 2020. The business never gained traction. After March 2023 (end of FY 2022-23) all operations ceased. No filings have been made since. As of 23 May 2026, the accumulated late fees are:
| Form | Due Date | Days Overdue | Late Fee |
|---|---|---|---|
| Form 11 — FY 2022-23 | 30 May 2023 | ~1,089 days | Rs. 1,08,900 |
| Form 8 — FY 2022-23 | 30 Oct 2023 | ~936 days | Rs. 93,600 |
| Form 11 — FY 2023-24 | 30 May 2024 | ~723 days | Rs. 72,300 |
| Form 8 — FY 2023-24 | 30 Oct 2024 | ~570 days | Rs. 57,000 |
| Form 11 — FY 2024-25 | 30 May 2025 | ~358 days | Rs. 35,800 |
| Form 8 — FY 2024-25 | 30 Oct 2025 | ~205 days | Rs. 20,500 |
| Total | |||
| Rs. 3,88,100 |
That is nearly Rs. 3.9 lakh in late fees on an entity that has earned nothing for three years. The meter runs at Rs. 600 per day (six forms × Rs. 100). Delay another six months and you add roughly Rs. 1.1 lakh more — before a single Form 8 for FY 2025-26 even falls due in October 2026.
The MCA periodically announces condonation schemes for companies; no equivalent standing scheme exists for LLPs. Even if a future scheme reduces penalties, the filings must still be made before Form 24 will be accepted. Acting now is always cheaper than acting later.
Documents You Must Assemble Before Filing
Gather every item below before opening the Form 24 e-form on MCA V3. Uploading an incomplete set forces withdrawal and refiling, which adds cost and resets the timeline.
Mandatory attachments:
- Statement of accounts (nil balance sheet) — Prepared as of a date not more than 30 days before the actual filing date. Certified by a Chartered Accountant in practice confirming nil assets and nil liabilities. Note: If you prepare this document and then delay submission, the 30-day window will expire and you will need a fresh certificate before filing.
- Affidavit by each designated partner — Sworn before a Notary Public or First Class Judicial Magistrate. The affidavit must state that: (a) the LLP has not carried on any business/operation for the stated period; (b) the LLP has no pending liabilities; and (c) no litigation is pending. Execute on non-judicial stamp paper as required by the state in which each designated partner resides (typically Rs. 100, but verify your state's stamp schedule).
- Indemnity bond from each designated partner — A contractual undertaking, joint and several, to indemnify any future claimant for losses arising post-closure. This is separate from the affidavit and also executed on state stamp paper.
- Bank account closure certificate(s) — Issued by each bank branch, on the bank's letterhead, confirming the account is fully closed. Multiple banks require multiple certificates.
- Latest Income Tax Return (ITR) acknowledgement — Copy of the ITR-5 acknowledgement for the last year in which the LLP was required to file. For an LLP that never commenced business, attach a declaration in lieu, but including the latest ITR is the safer approach.
- Partner resolution / consent of all partners — A signed resolution by every partner authorising the Form 24 application and the designated partner who will affix their DSC.
- Acknowledgements of all filed Form 8 and Form 11 returns — Print the SRN confirmation for each prior-year filing. The RoC will verify these independently, but having them on record avoids delays if queries arise.
Step-by-Step: Filing Form 24 on MCA V3
Step 1 — Pass a partner resolution. Hold a formal meeting or circulate a written resolution signed by all partners. The resolution should: confirm the date business ceased; authorise the Form 24 application; and name the designated partner who will sign digitally.
Step 2 — Clear all overdue statutory filings. Log in to MCA V3, navigate to your LLP's compliance dashboard, and file every pending Form 8 and Form 11 with the applicable late fees. Retain the SRN for each. Without this step, Form 24 will be rejected at the system level before a human reviewer ever sees it.
Step 3 — Close all bank accounts. Write to every bank where the LLP held an account — including dormant accounts — with a copy of the resolution and a closure request. Collect the signed, stamped closure letter from each branch.
Step 4 — Prepare the nil statement of accounts. Your practising CA prepares the closing balance sheet. Schedule the filing date so that submission happens within 30 days of this certificate's date. Do not prepare documents and then sit on them.
Step 5 — Execute affidavits and indemnity bonds. Each designated partner signs their individual affidavit and indemnity bond on stamp paper and gets them notarized. Date these documents within days of your intended filing date.
Step 6 — File Form 24 on MCA V3. Log in → LLP e-forms → File Form 24. Enter the LLP identification details, the date on which business ceased, and the SRNs of prior-year filings. Upload all attachments. The designated partner affixes their valid, MCA-registered DSC (Digital Signature Certificate). Pay the prescribed fee as notified in the LLP fee schedule on the MCA portal. Note the SRN generated on submission.
Step 7 — RoC scrutiny and public notice. The Registrar examines the application for completeness and correctness. If satisfied, the RoC publishes a notice on the MCA portal inviting objections from creditors, partners, or any interested party. The objection window is 30 days from the date of publication.
Step 8 — Gazette notification and dissolution. If no valid objection is received and the Registrar is satisfied, the LLP name is struck off and the dissolution is published in the Official Gazette. The LLP legally ceases to exist from that Gazette date. Typical total elapsed time from Step 6 to Gazette: 3 to 5 months, subject to RoC workload and whether any queries are raised.
Common Mistakes That Get Form 24 Applications Rejected
Pending Form 8 or Form 11 at time of filing. MCA V3 cross-checks in real time. If a single overdue form shows on the system, the application will not proceed. File everything and wait for the SRN before opening Form 24.
Nil accounts prepared more than 30 days before submission. The CA-certified statement has a hard 30-day shelf life. If your filing is delayed by even one day beyond that window, you need a fresh certificate.
Undisclosed liabilities. Outstanding GST — even Rs. 200 in interest — a TDS payable, or an unpaid vendor invoice will surface during scrutiny or post-closure. Designated partners face personal liability for liabilities that existed before strike-off, and making a false statement to the Registrar is a criminal offence under the LLP Act.
A bank account left open. Even a zero-balance savings account that has been dormant for years must be formally closed. Check every bank the LLP has ever engaged, including those where salary or utility payments were once made.
Affidavit executed on plain paper. State stamp law mandates notarized affidavits on stamp paper of the prescribed denomination. Plain paper affidavits are rejected routinely.
DSC not mapped or expired. The designated partner's DSC must be (a) within its validity period and (b) registered against the LLP on MCA V3. Renew or re-register the DSC at least a week before filing — a DSC issue on the day of submission causes unnecessary delays.
Omitting GST cancellation. If the LLP held a GST registration, the GST portal will continue expecting returns after strike-off unless Form GST REG-16 has been filed. The RoC's strike-off order does not automatically cancel GST registration — you must do this separately.
What Happens After the Registrar Strikes Off Your LLP
Understanding the legal consequences of strike-off is as important as completing the process itself.
The LLP ceases to exist as a legal entity from the date of publication in the Official Gazette. It cannot sue, be sued, sign contracts, open accounts, or hold property in its own name from that date.
Partner liability does not end. Section 75 of the LLP Act is unambiguous: the liability of every partner and designated partner continues and can be enforced as if the LLP had not been dissolved. Strike-off extinguishes the entity, not the obligations that existed before the strike-off date.
Undisclosed assets vest in the Central Government. Any property or asset of the LLP that was not disclosed in the nil statement of accounts, and that surfaces after dissolution, automatically vests in the Central Government. This is the statutory consequence designed to deter fraudulent under-disclosure.
Restoration is possible within five years. Under Section 75(4) of the LLP Act, any partner, creditor, or interested person may apply to the NCLT to restore the LLP's name within five years of the dissolution date. Restoration is discretionary — the NCLT must be satisfied that dissolution was unjust — and the process is time-consuming and expensive. It is a safety net, not a planning tool.
Preserve records even after closure. Retain:
- Books of accounts: 8 years from the close of the relevant assessment year (Income-tax Act, 1961).
- GST records: 6 years from the due date of the annual return for the relevant tax year (CGST Rules, 2017).
- LLP agreement, incorporation certificate, and all MCA correspondence: until the 5-year restoration window lapses.
Form 24 Strike-Off vs. Voluntary Winding Up: Which Route Fits?
| Factor | Form 24 Strike-Off | Voluntary Winding Up (Ch. XIII) | IBC Route |
|---|---|---|---|
| Balance sheet condition | Nil assets, nil liabilities | Has assets to distribute or liabilities to settle | Insolvent — debts cannot be paid |
| Typical duration | 3–5 months | 12–24+ months | 12–36+ months |
| Approximate all-in cost | Rs. 20,000–50,000 | Rs. 2–10 lakh+ | Rs. 5 lakh+ |
| Liquidator required | No | Yes | Yes (Insolvency Professional) |
| NCLT involvement | Only on restoration | Possible for contested matters | Central to process |
For the vast majority of small, dormant LLPs — those formed to explore a business idea that never materialized — Form 24 is the only route worth considering. Formal winding up adds 12 months of work and lakh-rupee professional fees for no benefit when the balance sheet is genuinely empty.
Where the LLP has creditors, pending employee dues, or property to distribute among partners, voluntary winding up under Chapter XIII is the correct framework. Where the LLP is insolvent, the IBC applies. Choose based on what the closing balance sheet actually shows, not on what would be most convenient.
Post-Closure Compliance: A Practical Checklist
Strike-off does not automatically cancel every registration the LLP held. After the Gazette notification, work through this list:
- [ ] GST cancellation: File Form GST REG-16 on the GST portal if not already done. Retain the cancellation order (Form GST REG-19).
- [ ] Final Income Tax return: File ITR-5 for the period up to the dissolution date if income was generated. For a nil-income year, file a nil return to formally close the PAN record. PAN itself is not cancelled but will become dormant.
- [ ] TAN surrender: Inform the TDS processing centre of the dissolution by letter if the LLP held a TAN.
- [ ] Professional tax: Apply to cancel the state professional tax registration.
- [ ] Shop & Establishment: Inform the local authority of dissolution.
- [ ] Trademarks: Assess whether to transfer any trademark registrations to a successor entity before or at the time of closure — a struck-off LLP cannot renew trademarks.
- [ ] Counterparty notifications: Review every ongoing agreement (tenancy, vendor, SaaS subscription) where the LLP is named and notify counterparties that the entity no longer exists.
Key Takeaways
- Form 24 under Rule 37 of the LLP Rules, 2009, flowing from Section 75 of the LLP Act, 2008, is the fast-track, entirely online route to close a defunct LLP via the MCA V3 portal.
- Eligibility is binary and strict: nil assets, nil liabilities, all Form 8 and Form 11 filings current, and all bank accounts formally closed — meet every condition before applying, or address the gap first.
- Late fees compound at Rs. 100 per day per form. A 3-year backlog on six overdue forms (Form 8 + Form 11 across three years) can exceed Rs. 3.9 lakh in penalties — before a single rupee of professional fee.
- The CA-certified nil statement of accounts must remain current: it expires 30 days from the date of preparation, so align document preparation with your planned filing date.
- Strike-off does not erase past liability. Partners and designated partners remain personally accountable for all pre-dissolution obligations; undisclosed assets vest in the Central Government by operation of law.
- Restoration under Section 75(4) is available within 5 years through NCLT, but it is discretionary, expensive, and slow — treat it as a last resort, not a fallback.
- Cancel all parallel registrations separately — GST, TAN, professional tax, and Shop & Establishment are unaffected by the RoC's strike-off order and must each be closed through their own regulatory portals.
