Closure of LLP

An LLP, like a Pvt Ltd, is a creature of statute — created by a filing under the Limited Liability Partnership Act 2008 and ended only by a statutory closure process. Founders frequently assume that an LLP that 'stopped operating' a few years ago has automatically wound itself up. It has not. Until Form 24 is filed and the Registrar issues the strike-off order, the LLP continues as a live entity — accruing Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) filing obligations, late-filing fees of ₹100 per day per form (no upper cap), designated partner DIR-3 KYC obligations, and income-tax return exposure. Closing an LLP that has been dormant for 4-5 years often costs significantly more in catch-up penalties than it would have to wind it up cleanly at the time the business stopped.

By 2026, the principal closure routes for an LLP are: Strike Off under Section 75 of the LLP Act 2008, read with Rule 37 of the LLP Rules 2009, executed via Form 24 filed with the RoC — appropriate where the LLP has not commenced business or has been inactive for at least 1 year and has no assets / liabilities. Voluntary Winding Up under the LLP (Winding Up and Dissolution) Rules 2012, read with the IBC framework — appropriate where the LLP has assets / liabilities requiring orderly settlement. For most defunct LLPs, the Form 24 route is the practical and cost-effective choice.

We close LLPs end-to-end — eligibility diagnostic, pending Form 8 / 11 backfill, partner consent and indemnity, statement of accounts, Form 24 filing, ROC objection-window management, and final strike-off.

Section 75 Strike Off — Conditions

• Inactive for at Least 1 Year:: The LLP must not have carried on any business or operation for at least 1 year, or must have never commenced business since incorporation.

• NIL Assets & Liabilities:: As of the application date, the LLP should have zero assets and zero liabilities. Bank balance transferred out, debtors collected, creditors settled, bank account closed.

• All Partners' Consent:: Form 24 requires the consent of all partners (not just majority) — captured by way of partner resolution and indemnity. A single non-consenting partner blocks Form 24; that partner must first be retired (Form 4 + supplementary LLP agreement) before Form 24 can be filed.

• Final Form 8 + Form 11 Filings:: Final Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) must be filed up to the end of the financial year preceding the closure application. Outstanding Form 8 / 11 from earlier years must also be backfilled with late-filing fees.

• Affidavit & Indemnity Bond:: Each designated partner files an affidavit declaring no liabilities; all partners jointly execute an indemnity bond covering any post-strike-off claimant.

• Statement of Accounts:: Statement of accounts certified by a Chartered Accountant, drawn up not earlier than 30 days before the application date.

Why LLPs Get Stuck in Closure More Than Pvt Ltds

The ₹100/day late fee on Form 8 and Form 11 has no upper cap — so 4-5 years of missed Form 8 / 11 can balloon into ₹1.5-2 lakh of penalty per form before strike off can even be filed. The all-partner-consent rule means a single absent or hostile partner can block closure indefinitely, requiring retirement / removal first. DIR-3 KYC of designated partners must be current. We map all of these in the diagnostic before quoting closure.

Voluntary Winding Up — When Form 24 Won't Fit

Where the LLP has assets to be distributed, creditors to be paid, employee dues to be settled, or any continuing obligation, the Section 75 strike off is unavailable. The voluntary winding-up route under the LLP (Winding Up and Dissolution) Rules 2012, read with the relevant IBC provisions, requires a liquidator, declaration of solvency, partner / creditor approvals, asset realisation, liability discharge, surplus distribution, and final dissolution order. Timeline: 9-15 months.

Form 24 Workflow

Eligibility diagnostic and gap closure → Backfill Form 8 / Form 11 of pending years → Partner resolution + indemnity → Statement of accounts (CA certified, within 30 days) → Designated partner affidavits → Bank closure → Form 24 filing with attachments → ROC examination → Public notice and objection window → Strike off order issued → LLP name removed from register.