LLP Strike Off Process 2026: How to Close Your LLP Using Form 24

LLP Strike Off Process 2026: How to Close Your LLP Using Form 24

Not every LLP is meant to run forever. Maybe the business never took off, the partners moved in different directions, or you simply started an LLP for a project that has now ended. Whatever the reason, once an LLP has stopped operating, letting it sit idle on the MCA register is one of the most expensive mistakes you can make — because compliance obligations like Form 8 and Form 11 keep applying every single year, whether or not you are doing any business.

This is exactly where LLP strike-off comes in. It is the formal, legal way to close down an LLP that is no longer operational, using Form 24 under the LLP Rules. Done right, it is a clean exit with no lingering liability. Done wrong — or simply ignored — it can mean years of accumulating late fees, notices, and even disqualification risk for the designated partners. Here is exactly how the process works.

What is LLP Strike Off

LLP strike-off is the legal process of permanently removing an LLP's name from the register maintained by the Registrar of Companies (RoC), effectively closing the LLP. It is done by filing Form 24 — the application for striking off the name of an LLP — under the LLP Rules, 2009, made under the LLP Act, 2008.

Once the Registrar approves the application, the LLP ceases to exist as a legal entity, and its ongoing compliance obligations (annual filings, audits, tax returns) come to an end. This is different from voluntary winding up, which is a more elaborate liquidation process typically used when there are assets and liabilities to be formally settled through a liquidator.

Strike-off is meant for LLPs that are essentially dormant — no business activity, no material assets, and no outstanding liabilities — making it the fastest and least expensive way to close a defunct LLP.

Why It Matters / When You Need It

Many business owners assume that if an LLP is not doing anything, they can simply stop filing and "let it go." This is a costly misconception. Under the LLP framework, annual compliance (Form 8 and Form 11) continues to apply regardless of whether the LLP is actively trading, and penalties for non-filing accumulate daily without an upper cap in many cases.

You should consider strike-off when:

• The LLP has stopped all business operations and there is no intention to revive it.
• The LLP was incorporated for a specific project or purpose that has now concluded.
• Partners want to exit the business entirely and avoid ongoing compliance costs.
• The LLP has no pending litigation, no outstanding loans, and no unresolved liabilities.
• Continuing to keep the LLP active is only generating compliance costs (audit fees, filing fees, professional fees) without any business benefit.

Filing for strike-off proactively protects designated partners from the compounding effect of late fees and potential future notices, and gives you documented closure rather than an LLP that simply fades into default status.

Applicability / Eligibility / Prerequisites

An LLP is generally eligible to apply for strike-off via Form 24 if it satisfies conditions broadly along these lines (always verify the current exact conditions under the LLP Rules before filing):

• The LLP has not commenced business or has ceased to carry on business for a period of at least one year (some references cite a longer cessation period — confirm the current requirement).
• The LLP has no outstanding liabilities, or if there were any, they have been fully settled/discharged with a No Objection Certificate from creditors where applicable.
• The LLP does not hold any significant assets that would require formal liquidation.
• All overdue statutory filings (Form 8 and Form 11) up to the date of cessation of business are filed and up to date, or in some cases the Registrar allows strike-off applications along with the pending returns — this procedural nuance should be confirmed with a professional, since practice has varied over the years.
• The LLP's bank account(s) have been closed, and a closure confirmation/certificate is available.
• There is no pending prosecution, inquiry, inspection, or investigation against the LLP.
• Consent of all partners (or the requisite majority as per the LLP Agreement) has been obtained for closure.

If the LLP has ongoing disputes, unpaid dues, or unresolved regulatory action, strike-off will not be permitted, and the LLP may instead need to go through a formal winding-up process.

Documents Required

• Consent of all partners (or the specified majority) for strike-off, typically through a resolution
• Statement of Accounts (a nil or near-nil statement) certified by a Chartered Accountant, showing no assets and no liabilities, dated not too far before the filing (commonly within a limited number of days — verify the current requirement)
• Copy of the latest filed Income Tax Return, or an affidavit/declaration where a return has not been filed, along with reasons
• Copy of the LLP Agreement and any supplementary deeds
• Affidavit from designated partners declaring that the LLP has stopped carrying on business, has no liabilities, and is not a party to any pending legal proceedings
• Indemnity bond (jointly or severally) from designated partners, indemnifying any person against losses arising from the strike-off
• Copy of acknowledgment of the latest Income Tax Return
• No Objection Certificate from relevant regulatory bodies, if the LLP operated under any specific license or sectoral regulation
• Bank account closure proof/certificate
• Copy of PAN card and Certificate of Incorporation of the LLP

Step-by-Step Process & the LLP Forms and Time Limits

1. Pass a resolution for closure — Obtain consent from all partners (or the requisite majority per the LLP Agreement) to close the LLP and authorise the filing.
2. Settle liabilities and close bank accounts — Clear all outstanding dues, close all LLP bank accounts, and obtain closure confirmation from the bank.
3. File pending statutory returns — Ensure Form 8 and Form 11 are filed up to the date of cessation of business, since a strike-off application is generally scrutinised for compliance history (confirm current practice, as MCA has periodically relaxed or tightened this requirement).
4. Prepare the Statement of Accounts — Get a nil-liability, nil-asset statement of accounts certified by a practising Chartered Accountant, dated close to the date of filing.
5. Draft the affidavit and indemnity bond — Each designated partner signs an affidavit and indemnity bond as prescribed, generally notarised.
6. File Form 24 — Submit Form 24 online on the MCA portal along with all supporting documents, digitally signed by the designated partners.
7. Registrar's scrutiny — The Registrar examines the application, and if satisfied, may publish a notice (commonly for a period around one month) inviting objections from the public or other authorities before proceeding.
8. Strike-off order and public notice — If no objections are received and the Registrar is satisfied, the LLP's name is struck off the register, and a notice is published in the Official Gazette confirming dissolution.
9. LLP stands dissolved — From the date of publication in the Gazette (or as specified in the order), the LLP ceases to exist as a legal entity.

Because the exact waiting period for objections and the precise pre-conditions (such as the minimum period of inactivity) are prescribed under LLP Rules that are periodically clarified by MCA circulars, verify the current requirements before filing, ideally with a professional who tracks the latest procedural updates.

Cost & Fees 2026

• Form 24 government filing fee: a modest fixed fee is prescribed by the MCA for filing Form 24 (verify the current amount on the MCA fee schedule, as it is a nominal government charge).
• Professional fees for closure: since strike-off involves preparing financial statements, affidavits, indemnity bonds, and handling Registrar queries, professional charges typically range from roughly Rs. 5,000 to Rs. 15,000 depending on how much back-compliance (pending Form 8/Form 11 filings) needs to be cleared first.
• Backlog compliance costs: if your LLP has unfiled annual returns for previous years, you may need to file those first, and each carries its own late filing fee that can add up significantly the longer the LLP has been inactive.
• CA certification cost for Statement of Accounts: typically a smaller additional charge, often bundled into the overall professional fee.

These are indicative ranges only — please verify the current government fee and applicable late fee slabs before budgeting, as they can vary based on how long filings have been pending and are subject to periodic revision.

Timeline

• Internal approvals, bank closure, and document preparation: 1 to 3 weeks
• Clearing any pending Form 8/Form 11 backlog (if applicable): can range from a few days to several weeks depending on how many years are pending
• Form 24 filing and Registrar's initial scrutiny: typically 2 to 4 weeks
• Public notice/objection period: commonly around one month, as prescribed by the Rules
• Final strike-off and Gazette publication: usually follows shortly after the objection period closes, if no objections are raised

Overall, a clean LLP strike-off, where compliance is already up to date, typically takes 3 to 6 months from filing to final dissolution. If there is a significant backlog of pending returns, the process can take considerably longer since those must generally be resolved first.

Key Distinctions

• Strike-off vs voluntary winding up: Strike-off (Form 24) is a simplified closure route for LLPs with no assets or liabilities and no business activity; voluntary winding up is a more formal liquidation process used when there are assets to distribute or liabilities to settle through a liquidator, and can take significantly longer.
• Strike-off vs simply not filing returns: Not filing returns does not close the LLP — it only accumulates penalties and puts designated partners at compliance risk. Only a formal strike-off (or winding up) legally ends the LLP's existence.
• Suo motu strike-off by Registrar vs voluntary strike-off: The Registrar can strike off an LLP's name suo motu (on its own) if it believes the LLP is not carrying on business, but this is different from a partner-initiated voluntary application via Form 24, and being struck off this way can still leave partners exposed to liability questions if not handled properly.
• Dormant LLP vs struck-off LLP: A dormant LLP still legally exists and must continue filing returns; a struck-off LLP has been legally dissolved and has no further filing obligations.

Common Mistakes

• Assuming that simply stopping to file annual returns will "close" the LLP automatically — it does not, and penalties keep accumulating
• Applying for strike-off while liabilities (loans, vendor dues, statutory dues) are still outstanding
• Not closing the LLP's bank account before applying, which is almost always required
• Submitting a Statement of Accounts that is too old relative to the filing date
• Ignoring pending Form 8/Form 11 backlog, leading to Registrar queries or rejection of the strike-off application
• Not obtaining proper consent/resolution from all partners before initiating the process
• Missing the objection notice period and assuming the LLP is automatically dissolved before Gazette publication
• Forgetting to retain copies of the final strike-off order and Gazette notification for future reference (banks and other institutions sometimes ask for this proof later)

FAQ

What is Form 24 used for?

Form 24 is the application filed with the Registrar of Companies to voluntarily strike off the name of an LLP that has stopped carrying on business and has no assets or liabilities.

How long does LLP strike-off take?

If compliance is already up to date and there is no backlog, the process typically takes about 3 to 6 months from filing Form 24 to final dissolution, factoring in the public objection period.

Can an LLP with pending loans apply for strike-off?

Generally no. The LLP must have no outstanding liabilities before applying, or must have fully settled them with proper documentation, since strike-off is meant only for LLPs with a clean financial position.

Do I need to file pending Form 8 and Form 11 before strike-off?

In most cases, yes — the Registrar typically expects statutory filings to be up to date to the date of cessation of business before processing a strike-off application, though specific procedural allowances have varied, so confirm current practice with a professional.

What happens if I never file for strike-off and just abandon the LLP?

The LLP continues to be legally active, annual filing obligations continue, late fees accumulate indefinitely, and designated partners may face compliance and disqualification risk over time.

Is a Chartered Accountant's certificate mandatory for strike-off?

Yes, a Statement of Accounts showing nil or minimal assets and liabilities, certified by a practising Chartered Accountant, is a standard requirement for the Form 24 application.

Can the Registrar reject a Form 24 application?

Yes, if the Registrar finds pending liabilities, incomplete documentation, unresolved compliance defaults, or receives a valid objection during the public notice period, the application can be rejected or put on hold.

Is strike-off the same as winding up an LLP?

No. Strike-off is a simplified route for dormant, asset-free, liability-free LLPs. Winding up is a more comprehensive liquidation process used when the LLP has assets or liabilities that need formal settlement.

How Legal Suvidha Makes This Effortless

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