Closure of LLP

You stopped operating your LLP two years ago, the bank account is dormant, and the only thing still alive is the ₹100-per-day late-fee meter ticking on missed Form 8 and Form 11. Striking off the LLP under Section 75 of the LLP Act 2008 via Form 24 is the clean exit — but only if every gap in your annual filings, partner consents, and statement of accounts is closed before you file. Get any of it wrong and the form bounces back with the late-fee clock still running.

This guide walks you through the FY 2026-27 closure process: who actually qualifies for Form 24, what backlog has to be cleared first, how partner consent works when someone is uncooperative or untraceable, and what the final closure pack looks like the day MCA issues the strike-off order and your LLP is officially gone.

At a Glance

• Who needs this: LLPs that have been inactive for at least one year, hold no assets or liabilities, and have willing partner consent for closure.
• Governing law: Section 75 of the LLP Act 2008 read with the LLP (Winding up & Dissolution) Rules 2012.
• Filing route: MCA Form 24 (e-form) on the V3 portal, signed by each designated partner using a valid Class 3 DSC.
• Turnaround: 60-120 working days from Form 24 filing to strike-off order, longer where backlog cleanup is needed first.
• Partner consent: All partners must consent in writing — not a majority. One missing consent stops the process.
• Statement of accounts: CA-certified, showing nil assets and nil liabilities, dated not earlier than 30 days before Form 24 filing.
• Late-fee risk: Form 8 and Form 11 each carry late fees of ₹100 per day per form with no upper cap.
• Alternative route: Voluntary winding up under LLP Rules 2012 and IBC framework where the LLP still holds assets or liabilities.

What's New for FY 2026-27

The closure path itself under Section 75 has not changed, but the procedural environment around it has tightened sharply on the V3 portal — the things that used to slip through now get caught at the gate.

• V3 portal stability: All LLP forms — Form 3, Form 4, Form 8, Form 11 and Form 24 — now run end-to-end on the V3 portal with web-based filing replacing the older zip-upload route.
• Backlog enforcement: MCA now cross-validates pending Form 8 and Form 11 status before accepting Form 24; a single missing year auto-rejects the closure filing.
• DSC compliance: V3 mandates a valid Class 3 DSC for every designated partner signing Form 24 — expired or wrong-class DSCs are rejected at upload.
• DIR-3 KYC currency: Lapsed DPIN status from skipped DIR-3 KYC blocks Form 24 submission until each designated partner's KYC is restored with the standard ₹5,000 reactivation fee.
• DPDP Act readiness: LLPs holding personal data of customers or employees must complete data deletion or transfer records before closure, with the closure file referencing the data-handling close-out.
• ITR linkage: The final ITR up to the date of dissolution is now flagged in AIS, and ROC may seek confirmation that income-tax compliance is closed before the strike-off order issues.

Why Form 24 Strike Off Is the Right Exit for a Dormant LLP

Form 24 is the only economical exit for a genuinely dormant LLP — but it only works if the LLP truly qualifies. Use it where it fits; switch to voluntary winding up where it does not.

• Cost-effective vs winding up: The Form 24 government fee is a small fraction of NCLT winding-up costs, where liquidator fees alone can exceed ₹1 lakh.
• Clean partner exit: Section 75(3) preserves only existing liabilities at the date of strike off — no fresh exposure attaches post-closure.
• Stops the ₹100-a-day meter: Late fees on Form 8 and Form 11 stop accruing the moment the strike-off order is issued — every month of delay is real money.
• DPIN protection: Designated partners exit cleanly with no DIN disqualification, and the DPIN remains usable for other LLPs or companies.
• Bank, GST, PAN coordination: Closure of bank account, GST registration, EPFO, ESIC and PT registrations is sequenced alongside Form 24 for a single-window exit.
• Final compliance closure: The ROC physically removes the LLP name from the register — an official, citable end to the entity, not a paused status.

How It Actually Works

The closure project moves through six clear stages. Most of the time and cost sits in stages two and three — clearing backlog and getting partner consent in writing.

Step 1: Eligibility Diagnostic

The first job is to confirm the LLP qualifies for Form 24 at all. The LLP must have been inactive for at least one year from the date the application is filed and must hold zero assets and zero liabilities on the date of the statement of accounts.

We pull the last three years of Form 11, bank statements, and ITRs to confirm dormancy. Where the LLP held a single fixed deposit, an unpaid loan from a partner, or even a pending GST refund, that asset or liability has to be cleared first — otherwise Form 24 will not survive ROC scrutiny.

Step 2: Backlog Filing — Form 8 and Form 11

This is where most LLP closures get expensive before they get cheap. Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) each carry late-filing fees of ₹100 per day per form with no upper cap. An LLP that missed four years of Form 11 is staring at roughly ₹1.46 lakh in late fees on that form alone, and a matching amount on Form 8.

We scope these numbers upfront so there is no surprise mid-project. The backfill is done in correct sequence — earliest year first — so each filing is accepted on its own merits and feeds cleanly into the next year.

Step 3: Partner Consent and Resolution

Section 75 requires the consent of every partner, not a simple majority. A formal partners' meeting is convened, a resolution is passed authorising closure, and each partner signs a written consent letter.

Where a partner is non-cooperative or untraceable, we run a parallel track: that partner is first retired from the LLP via Form 4 supported by a supplementary LLP agreement signed by the remaining partners, subject to the original LLP agreement's retirement clauses. Once the LLP is reduced to consenting partners only, Form 24 can be filed. If retirement itself is contested, the route shifts to voluntary winding up via the NCLT.

Step 4: Statement of Accounts and Affidavits

A statement of accounts showing nil assets and nil liabilities is prepared and CA-certified. The statement must be dated not earlier than 30 days before the date of filing Form 24 — a tight window that often forces a re-draft if Form 24 slips even by a week.

Each designated partner signs a notarised affidavit confirming the LLP has no liabilities, has discharged all dues, and consents to closure. An indemnity bond covering any future liability that may surface post-strike-off is also drawn up on appropriate non-judicial stamp paper and notarised.

Step 5: Form 24 Filing

Form 24 is filed on the V3 portal with the full attachment pack: statement of accounts, partner consents, designated partner affidavits, indemnity bond, the closure resolution, last filed Form 8 and Form 11 acknowledgements, bank account closure letter, GST cancellation order if registered, and PAN/Aadhaar of each partner.

The government fee is paid online and an SRN is generated. From that point the file is with the Registrar of Companies and tracked through the MCA master data status.

Step 6: Public Notice and Strike-Off Order

The ROC examines the form, and if satisfied on the face of the record, publishes a public notice inviting objections from creditors, statutory authorities, and any other interested party. The notice window typically runs 30 days.

If no objection is received, the ROC issues the strike-off order and the LLP's name is removed from the register. The order is reflected via the MCA master data — the LLP now shows up as 'Struck Off' with the effective date of removal.

A Real Example: Backlog and Closure Together

Take a two-partner LLP incorporated in 2019 that stopped operating in March 2023. It never filed Form 8 or Form 11 for FY 2022-23, FY 2023-24, or FY 2024-25 — and now wants to close in mid-2026.

• Form 11 backlog: 3 years × roughly ₹36,500 per year average late fee = ~₹1,09,500
• Form 8 backlog: 3 years × similar = ~₹1,09,500
• ITR backlog: FY 2023-24 and FY 2024-25 returns filed late with ₹1,000 each penalty
• DPIN KYC restoration: ₹5,000 per partner where lapsed = ₹10,000 for two designated partners
• GST cancellation: Separate workstream filed via Form GST REG-16 — no direct fee, but four to six weeks of follow-up
• Form 24 government fee: ₹500 — almost the only small number in the entire project
• Statement of accounts CA certification, affidavits, indemnity bond notarisation: Project-managed within fixed professional fee

Total exposure on government fees and late charges before professional costs lands at roughly ₹2.3 lakh. The partners often discover that letting the LLP sit dormant for one more year would have cost them an additional ~₹73,000 in late fees alone — the day of closure is the cheapest day of the rest of the LLP's life.

Voluntary Winding Up — When Form 24 Doesn't Fit

Form 24 only works for dormant LLPs with nil assets and nil liabilities. Where the LLP still holds property, has unsettled creditors, or has assets to distribute among partners, the correct route is voluntary winding up under the LLP Rules 2012 read with the IBC framework.

• Trigger: Any asset, liability, or open creditor remaining on the books on the proposed closure date.
• Process: Partners' declaration of solvency, creditor approval, appointment of a registered liquidator, asset realisation, creditor settlement, distribution to partners.
• Forum: NCLT supervision throughout the proceedings, with the liquidator filing periodic progress reports.
• Timeline: Typically 9-15 months end-to-end from declaration of solvency to dissolution order.
• Final order: An NCLT dissolution order — not an ROC strike-off — formally ends the LLP.
• Cost profile: Significantly higher than Form 24 owing to liquidator remuneration, tribunal filing fees, and longer professional engagement.
• Tax implication: Capital gains on distribution of assets to partners need to be planned upfront — closure-stage tax exposure can dwarf the closure cost itself.

If your LLP has even a single open bank FD, an unpaid partner loan, or a pending GST refund, Form 24 will be rejected. Clear the books first or shift to voluntary winding up — there is no third path.

Where It Goes Wrong — Common Form 24 Rejections

Most rejected Form 24 filings fall into a small set of repeatable mistakes. Knowing what to avoid is half the work and saves a re-filing cycle of four to eight weeks.

• Stale statement of accounts: Dated more than 30 days before filing — fatal, requires a fresh draft and re-certification.
• Pending Form 8 or Form 11: Even one year missing triggers auto-rejection on the V3 portal before the form is examined on merit.
• Lapsed DPIN: A designated partner's DIR-3 KYC not being current means the DSC will not validate against the DPIN at Form 24 upload.
• Open bank account: Bank account still operational or holding a balance — ROC treats this as a live asset and rejects the nil-asset declaration.
• Missing partner consent: Section 75 requires every partner — one absent or unsigned consent kills the filing regardless of majority support.
• Active GST registration: GST registration still showing 'active' on the GSTIN portal — ROC requires the cancellation order or in-process evidence.
• Unfiled final ITR: ITR for the year of dissolution not filed — Income Tax may object during the 30-day public notice window.
• Faulty indemnity bond: Drafted on the wrong stamp value or not notarised in the correct jurisdiction — needs re-execution and re-submission.

What You Receive at the End

• Form 24 filing acknowledgement with SRN and challan
• CA-certified statement of accounts (nil assets, nil liabilities)
• Partner consent letters and closure resolution
• Notarised indemnity bond and designated partner affidavits
• Backlog Form 8 and Form 11 filing acknowledgements for every cleared year
• DIR-3 KYC restoration confirmation for each designated partner (where applicable)
• Copy of the ROC public notice issued during the objection window
• Strike-off order from ROC removing the LLP from the register
• GST cancellation order copy and bank account closure letter
• Closure file index with all attachments stored for the seven-year retention requirement

How to Get Started

Begin with a 30-minute scoping call where we review your LLP's last three years of filings, bank statements, and any open registrations. Within 48 hours you receive a written closure roadmap with exact late-fee numbers, partner-consent steps, the indicative project timeline, and a fixed-fee quote covering the full project — including the backlog cleanup, statement of accounts, Form 24 filing, and tracking up to the strike-off order.

Share the LLP Incorporation Certificate, LLP Agreement and any supplementary deeds, last filed Form 8 and Form 11 acknowledgements (if any), bank statements for the last three years, and PAN/Aadhaar of each partner. We confirm Form 24 eligibility on day one, file the pending forms in correct sequence over the first three weeks, and submit Form 24 on the V3 portal the moment the statement of accounts goes CA-certified. From there it is ROC time — typically 60-120 working days to the strike-off order.