STRIKING OFF OF LLP

An LLP can be struck off by the Registrar under Rule 37 of the LLP Rules, 2009 either suo motu or on an application by designated partners using Form 24 on the MCA V3 portal. Eligibility requires that the LLP has ceased operations for at least one year, all bank accounts are closed, dues including GST and income tax are cleared, and pending annual filings are made or covered by the no-operation exemption. Failure to file annual returns attracts ₹100 per day per form and can lead to partner disqualification for five years.

Mayank Wadhera

Published: 17 Apr 2022

Updated: 16 May 2026

4 min read

The Ministry of Corporate Affairs (MCA) has tightened the framework for striking off Limited Liability Partnerships in FY 2026-27. With the MCA V3 portal fully operational and Form 24 filings digitised, defunct LLPs can now exit cleanly only if they meet a precise eligibility ladder. Promoters often assume that simply stopping operations is enough; in 2026 that assumption invites adjudication notices and director-disqualification risks.

Legal basis and the strike-off route

Striking off an LLP is governed by Rule 37 of the LLP Rules, 2009 read with Section 75 of the LLP Act. The Registrar may strike off an LLP suo motu where it has not commenced business within one year of incorporation or has been inactive for two consecutive financial years. Alternatively, designated partners can apply voluntarily in Form 24 on the MCA V3 portal once the LLP has ceased operations.

Eligibility conditions for voluntary strike off

The LLP must have ceased commercial activity for at least one year before filing
All bank accounts of the LLP must be closed before application
All overdue Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) filings must be brought up to date or the LLP must qualify for the no-operation exemption
No pending litigation, prosecution, or recovery action against the LLP
All tax dues, including GST and TDS, must be cleared and GST registration surrendered
Consent of all designated partners and partners by way of a resolution and affidavit

Documents required with Form 24

The application requires an affidavit by each designated partner, indemnity bond, statement of accounts certified by a Chartered Accountant not older than thirty days from the filing date, copy of the latest income-tax return acknowledgement (if filed), consent of partners, and a no-objection certificate from regulatory authorities where applicable. The MCA V3 portal validates these in real time and rejects incomplete bundles immediately.

Consequences of non-compliance

Failure to file annual returns triggers per-day penalties of ₹100 per form with no upper cap, and persistent default can lead to designated partners being disqualified from being appointed in any company or LLP for five years. The Registrar may strike off the LLP suo motu, but liabilities of partners do not extinguish automatically. Pending GST or income-tax assessments survive strike-off and can be enforced personally on partners.

Step-by-step strike off procedure in 2026

Hold a meeting of designated partners and pass a resolution to close
Settle all liabilities, close bank accounts, and surrender GST and PAN-linked registrations
Prepare CA-certified statement of accounts and partner affidavits
File any pending Form 8 and Form 11 if required
Submit Form 24 on MCA V3 with DSC of designated partners
Respond to any clarifications from the Registrar within the prescribed window
Track gazette publication and confirm strike-off in the master data

Suo motu vs voluntary strike off

Suo motu strike-off by the Registrar is initiated where an LLP has not commenced business within a year or has been inactive for two consecutive financial years. The Registrar issues a notice in Form 23 inviting objections within thirty days; absent objections, the LLP is removed from the register. Voluntary strike-off through Form 24 is preferable because the designated partners retain control over the affidavits, indemnity bonds and final statement of accounts, which materially reduces personal-liability ambiguity post-closure.

Tax and GST closure before Form 24

Before filing Form 24, the LLP should surrender its GST registration through Form GST REG-16 and file the final return GSTR-10 within three months, file the final income-tax return showing no income, settle TDS dues and obtain a NIL TDS certificate where required, close all bank accounts, and obtain a NOC from any lender if loans existed. These steps prevent residual tax demands from surviving the strike-off and being enforced personally on partners under the LLP Act.

Common reasons strike-off applications are rejected

Missing or inadequate CA-certified statement of accounts
Bank accounts not closed before application
Pending litigation or unsettled tax assessments
Defects in affidavits or indemnity bonds
Partner disputes or absent signatures
Active GST registration not surrendered

Conclusion

Striking off an LLP in 2026 is a structured, paper-heavy exit rather than a quiet fade-out. Treat it as a project: clear filings, settle taxes, close accounts, and document partner consent. A clean Form 24 application saves designated partners from prolonged exposure to penalties and disqualification under the LLP Act.

Frequently Asked Questions

How can a defunct LLP be struck off in 2026?

Designated partners file Form 24 on the MCA V3 portal after closing bank accounts, settling tax liabilities, and obtaining a CA-certified statement of accounts. The Registrar reviews the application, may seek clarifications, and on satisfaction publishes the strike-off in the official gazette.

What is the penalty for not filing LLP annual returns?

Late filing of Form 8 or Form 11 attracts a penalty of ₹100 per day per form with no upper limit until the form is filed. Continued default can also lead to disqualification of designated partners and prosecution under the LLP Act, 2008.

Can a struck-off LLP be restored?

Yes. Any aggrieved person, creditor, or partner can apply to the National Company Law Tribunal under Section 75(3) of the LLP Act within twenty years of strike-off. The Tribunal may order restoration if it is satisfied that the strike-off was prejudicial or that the LLP was in operation.

Do partners remain liable after the LLP is struck off?

Strike-off does not extinguish pending tax assessments, statutory dues, or fraud-related liabilities. Designated partners can be held personally responsible for unresolved obligations, which is why closing GST, income-tax, and statutory dues before filing Form 24 is critical.