How to Close an LLP Using Form 24: Eligibility, Process & Documents (2026)

How to Close an LLP Using Form 24: Eligibility, Process & Documents (2026)

Not every LLP runs forever. Founders change direction, businesses become dormant, or partners simply move on — and when that happens, closing the LLP properly matters just as much as opening it did. An LLP that is not formally struck off continues to attract annual filing obligations and penalties, even if it has never done a single transaction. Form 24 is the mechanism the Ministry of Corporate Affairs provides to voluntarily strike off the name of a defunct LLP from its register.

This guide walks through what Form 24 is, which LLPs are eligible to use it, the complete step-by-step process, the documents required, timelines, fees, and the mistakes that most commonly cause applications to be rejected or delayed.

What Is Form 24 and Why Does It Matter?

Form 24 is the e-form prescribed for making an application to the Registrar of Companies to strike off the name of an LLP that has stopped carrying on business or wishes to close operations voluntarily. Once approved, the LLP ceases to legally exist, and its name is struck off the register maintained by the Ministry of Corporate Affairs.

This route is meant specifically for LLPs that are defunct or non-operational and is different from formal winding up (which applies to LLPs with ongoing liabilities, disputes, or where a more elaborate liquidation process is required). Form 24 offers a faster, cost-effective, closure route where the LLP has no pending liabilities, litigation, or unresolved obligations.

Why it matters: many founders assume that simply stopping operations or letting an LLP go inactive is enough. It is not. As long as an LLP remains on the register, it continues to be legally required to file annual returns (Form 11) and statements of account (Form 8) every year — and penalties for missed filings accumulate daily, often running into significant sums even for an LLP that has done zero business. Closing formally via Form 24 stops this liability clock.

Who Is Eligible to Apply Using Form 24?

An LLP can generally apply for strike-off via Form 24 if it satisfies conditions broadly along these lines (always verify the current exact conditions with your CA/CS, as MCA rules are periodically refined):

• The LLP has not commenced business at all since incorporation, or has not carried on any business/commercial activity for a specified continuous period (commonly referenced as one year or more, but confirm the current threshold).
• The LLP has no outstanding liabilities, and all partners provide an indemnity/affidavit confirming this.
• The LLP has closed its bank account(s), with a certificate/confirmation to that effect.
• There is no pending litigation involving the LLP.
• The LLP has filed overdue statutory returns up to the date it ceased business — in many cases, pending Form 8 and Form 11 filings must first be brought up to date, or a specific exemption/route confirmed with the Registrar, before strike-off can be processed.
• All partners are in agreement to close the LLP and provide their consent.

If the LLP has any active liabilities, ongoing contracts, employees, or disputes, strike-off via Form 24 is not the appropriate route — a fuller winding-up process would apply instead.

Step-by-Step Process to Close an LLP via Form 24

1. Hold a meeting of partners and pass a resolution approving the closure of the LLP and authorising a designated partner to file the application.
2. Obtain consent of all partners in writing for the strike-off, since unanimous partner consent is generally required.
3. Settle all liabilities — clear any outstanding dues to creditors, employees, tax authorities, or vendors before applying.
4. Close the LLP's bank account(s) and obtain a closure certificate/letter from the bank.
5. Bring statutory filings up to date — file any pending Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) up to the date the LLP ceased business, or confirm the applicable exemption with your CA/CS.
6. Prepare a statement of accounts showing nil assets and liabilities, certified by a practising Chartered Accountant, made up to a date not older than the prescribed number of days before filing (verify the current threshold, typically a short window before the application date).
7. Draft the affidavit and indemnity bond to be signed by all partners, declaring no pending liabilities, no litigation, and undertaking to indemnify any person who may suffer loss due to the strike-off.
8. Attach a copy of the initial LLP agreement and any amendments (if the LLP had commenced business and later stopped) or a declaration of non-commencement (if it never began operations).
9. File Form 24 with the Registrar of Companies, attaching all supporting documents, duly certified by a practising professional and digitally signed by a designated partner.
10. Pay the prescribed government fee for filing Form 24.
11. Respond to any queries raised by the Registrar during processing — the Registrar may seek clarifications or additional documents before approving.
12. Await the notice/publication — the Registrar typically publishes the application for public objections for a specified period before finalising the strike-off.
13. Receive confirmation of strike-off once the Registrar is satisfied, after which the LLP's name is formally removed from the register and it ceases to exist as a legal entity.

Documents Required for Form 24

• Copy of the LLP agreement (and any supplementary agreements, if applicable).
• Statement of accounts (nil assets/liabilities) certified by a practising Chartered Accountant, prepared as of a recent date.
• Copy of the acknowledgment of the latest Income Tax Return filed by the LLP, where applicable, or evidence supporting that no ITR filing obligation existed (relevant to non-operational LLPs).
• Affidavit signed by all partners (or designated partners on behalf of all) declaring the LLP has no liabilities and closure will not adversely affect any party.
• Indemnity bond, individually or jointly, from all partners, indemnifying any loss to any person as a result of the strike-off.
• Consent of all partners in writing for the closure.
• Bank account closure certificate/confirmation letter from the bank(s) where the LLP held accounts.
• PAN card of the LLP.
• Copy of the initial incorporation certificate.
• Board/partner resolution approving the strike-off application.

Fees and Timelines (2026 — Indicative)

• The government filing fee for Form 24 is a nominal fixed fee as prescribed by the Ministry — always verify the current fee before filing, since MCA fee schedules are updated periodically.
• If pending annual returns (Form 8/Form 11) need to be filed before strike-off can proceed, those attract their own filing fees plus late fees calculated per the number of days of delay for each pending year — this can add up if several years of filings are outstanding, so it's worth checking your compliance status early.
• Professional fees for CA/CS certification of the nil statement of accounts and preparation of the affidavit/indemnity bond vary by firm — get a written quote covering the entire closure process end to end.
• Overall timeline: from filing to final strike-off typically takes a few months, since the Registrar publishes the application for objections and may raise clarification queries before approving. Always build in buffer time and avoid assuming an immediate closure.

Penalties and Common Pitfalls

• Assuming inactivity equals closure — an LLP that simply stops operating without filing Form 24 continues to be liable for Form 8 and Form 11 filings every year, with penalties accumulating daily for each missed filing, often reaching amounts far higher than the cost of a timely, proper closure.
• Applying for strike-off with pending statutory filings unresolved — this is one of the most common reasons applications get sent back for clarification or rejected outright.
• Not closing the bank account before applying — Registrars typically require confirmation of account closure as part of the application.
• Incomplete or inconsistent affidavits/indemnity bonds — errors in partner details, missing signatures, or inconsistent statements across documents commonly cause processing delays.
• Outstanding tax dues or unresolved GST registration — even if the LLP itself is being closed, related registrations (GST, PF/ESI if applicable, trade licenses) need to be separately surrendered/closed; failing to do so can create parallel compliance issues even after LLP strike-off.
• Assuming strike-off is instant — the process involves a mandatory public notice period, so founders sometimes get frustrated by the multi-month timeline; setting expectations up front avoids confusion.
• Using Form 24 when there are unresolved liabilities or disputes — this route is only for genuinely defunct LLPs with no liabilities; attempting to use it to escape unresolved debts or disputes can lead to rejection and potential legal consequences for the partners.

FAQs on Closing an LLP Using Form 24

What is the difference between Form 24 strike-off and winding up an LLP?

Form 24 strike-off is a simplified, faster route meant for LLPs that are defunct with no liabilities, disputes, or pending obligations. Formal winding up is a more elaborate legal process used when the LLP has liabilities, assets to be distributed, or requires a liquidator — it takes considerably longer and involves court or tribunal processes in more complex cases.

Can an LLP with pending annual filings apply for strike-off directly?

Generally, pending statutory filings (Form 8 and Form 11) up to the date of cessation of business need to be brought current, or a specific route confirmed with the Registrar, before a strike-off application is likely to be accepted. It is best to clear compliance status first with your CA/CS.

How long does it take to close an LLP through Form 24?

The overall process, including document preparation, filing, the mandatory public objection period, and final approval, typically takes a few months. It is not an instant closure, so plan accordingly.

What happens if partners don't formally close a defunct LLP?

The LLP continues to be legally required to file annual returns and statements of account every year. Non-filing attracts penalties that accrue daily and can become substantial over a few years, even for an LLP with zero transactions.

Is a Chartered Accountant's certification mandatory for Form 24?

Yes, typically the statement of accounts (showing nil assets and liabilities) needs to be certified by a practising Chartered Accountant, and the form itself generally requires certification by a practising professional as part of the filing.

Do all partners need to sign the closure documents?

Yes, consent of all partners, along with their signatures on the affidavit and indemnity bond, is generally required, since the closure affects the rights and obligations of every partner.

Can a strike-off application be rejected?

Yes. The Registrar can reject or return the application if there are pending liabilities, unresolved statutory filings, inconsistencies in documents, or if any objection is raised during the public notice period. This is why accurate, complete documentation upfront matters.

What happens to the LLP's PAN and GST registration after strike-off?

LLP closure via Form 24 addresses the entity's status with the Registrar of Companies. Related registrations like GST, PAN-linked obligations, and any other licenses should be separately surrendered or closed as applicable, since they are not automatically cancelled just because the LLP is struck off.

Can partners revive an LLP after it has been struck off?

In limited circumstances, a struck-off LLP can be restored if an aggrieved party — a partner, creditor, or the LLP itself — approaches the appropriate tribunal within a prescribed period and demonstrates sufficient cause, such as the LLP still having active business, assets, or obligations that were not properly accounted for at the time of strike-off. This is a formal legal process, not an administrative correction, and is best avoided altogether by ensuring the original closure was accurate, complete, and undertaken only when the LLP was genuinely defunct with no unresolved liabilities.

Should partners consult a CA/CS before starting the Form 24 process?

Yes, strongly recommended. Because eligibility conditions, the nil-liability certification, and the interplay with pending Form 8/Form 11 filings are all technical and fact-specific, an experienced CA/CS can confirm upfront whether your LLP genuinely qualifies for the simplified strike-off route, help clear any pending filings efficiently, and prepare the affidavit, indemnity bond, and financial statements in a form the Registrar is likely to accept without repeated queries — saving both time and avoidable professional fees over multiple resubmissions.

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