If your LLP has overdue Form 8 or Form 11 filings, you generally need to clear the applicable filings before closing the firm via strike-off through Form 24. You also need to settle outstanding liabilities, close the LLP’s bank account, complete applicable tax and GST requirements, and prepare the required documents. Delayed filings may also attract additional fees.
The compliance position can differ depending on the LLP’s circumstances. This includes an LLP that never commenced business, never opened a bank account, had no transactions, has no outstanding liabilities, or stopped business after operating for a period. The requirements for clearing past filings and applying for Form 24 depend on the LLP’s actual activities and compliance history.
Key Takeaways
- For an LLP covered by Rule 37(1A), overdue Form 8 and Form 11 filings must generally be completed before filing Form 24. This applies to filings due up to the financial year in which the LLP ceased business or commercial operations.
- The only exception is an LLP that never commenced business and never opened a bank account. Even then, ROC approval is discretionary, not guaranteed.
- Every overdue Form 8 and Form 11 must be filed in chronological order before Form 24 will be accepted. You must also close all bank accounts and surrender GST registration via GSTR-10.
- No amnesty scheme currently exists for LLPs, unlike companies under CCFS-2026. Accumulated late fees of ₹100 per day per form, with no cap, must be paid in full.
- The CA-certified nil statement of accounts has a strict 30-day validity period. If it expires, you must obtain a fresh certification before filing.
- Ignoring pending compliance instead of closing properly does not stop late fees from accumulating. It can also lead to ROC-initiated strike-off or adjudication penalties of ₹1.5 lakh to ₹5 lakh.
- Once Form 24 is filed with complete documentation, a 30-day public notice period follows. The Registrar then passes the final strike-off order.
How to Close an LLP Properly With 3 Years of Pending Form 8 and Form 11?
Three years of missed Form 8 and Form 11 filings do not automatically prevent you from closing an LLP. However, you generally need to clear the applicable overdue filings before submitting Form 24.
The longer the compliance remains pending, the higher the additional filing fees can become. Before applying for closure, you should:
- Identify all pending returns: Check the MCA filing history and list the overdue Form 8 and Form 11 filings.
- File them in order: Complete the pending returns chronologically up to the financial year in which the LLP ceased business or commercial operations.
- Pay applicable additional fees: Delayed filings attract additional fees based on the applicable MCA fee structure. For Form 11, the additional fee can go up to 25 times the normal fee for a small LLP and 50 times for other LLPs. For Form 8, delays beyond 360 days can also attract a daily additional fee of ₹10 for a small LLP and ₹20 for other LLPs.
- Check for new compliance: Make sure no additional Form 8 or Form 11 filing has become due while the LLP remains active on the MCA register.
- Keep filing records: Save the SRNs and acknowledgments for all completed filings. You may need these details for Form 24.
- Proceed with Form 24: Once the applicable backlog is cleared and the other closure conditions are met, you can apply for strike-off through Form 24.
For LLPs That Have No Past Returns to Clear
An LLP that never commenced business may have a different compliance position from one that operated and later became inactive. If you completed LLP registration but never started business, the need to file past returns depends on the LLP’s actual activities and compliance history.
Before assuming that you can skip past filings, check whether your LLP:
- Never commenced business: The LLP did not start any business or commercial activity after incorporation.
- Never opened a bank account: The LLP did not operate through a bank account.
- Had no transactions: There were no business or financial transactions after incorporation.
- Has no outstanding liabilities: The LLP does not owe money to partners, creditors, or other parties.
Who is Eligible to Close an LLP Through Form 24?
Not every LLP can apply for strike-off through Form 24. Your LLP must meet the conditions prescribed under the LLP Act and Rules before you can proceed with closure.
Before filing the application, check whether your LLP meets these conditions:
- Business has stopped: Your LLP is no longer carrying on business or commercial operations.
- At least one year of inactivity: The LLP has not carried on business or operations for one year or more.
- All partners consent: Every partner agrees to the strike-off application.
- No outstanding liabilities: The LLP has settled its debts and other financial obligations.
- No open charges: There are no unsatisfied charges registered against the LLP.
- No pending proceedings: The LLP is not facing pending inspection, investigation, prosecution, or other proceedings that prevent strike-off.
- No pending MCA application: Another form or application is not pending for approval, payment, or correction.
Documents Required for Your LLP’s Closure
You need to submit supporting documents with Form 24 to prove that the LLP has stopped its operations and has no outstanding liabilities. Make sure the documents are complete and up to date before filing.
The key documents include:
- Form 8 and Form 11 filing details: Keep the SRNs and acknowledgments for the applicable pending filings.
- Bank account closure letter: Submit proof that the LLP’s bank account has been closed.
- Income tax return acknowledgment: Provide the latest ITR acknowledgment where applicable.
- Statement of account: Submit a CA-certified statement showing nil assets and liabilities. It should be dated within 30 days before the Form 24 filing.
- Affidavit: Designated partners must submit the required affidavit confirming the LLP’s status and liabilities.
- Indemnity bond: Partners must provide an indemnity undertaking for any liabilities that may arise after closure.
- Consent of all partners: Obtain the required consent from every partner for the strike-off.
- LLP agreement: Keep the LLP agreement and any applicable amendments ready for submission.
- Regulatory NOC: Obtain a No Objection Certificate (NOC) from the relevant regulatory authority where applicable.
How to Close an LLP With Pending Form 8 and Form 11?
Before you apply for strike-off, you need to bring the LLP’s required filings up to date and make sure its financial and tax affairs are settled. The process then moves through the documentation and Form 24 filing requirements.
Follow these steps to complete the closure process:
Step 1. Check Your LLP’s MCA Status
Start by checking your LLP’s master data and filing history on the MCA portal. Identify all pending Form 8 and Form 11 filings.
Make a list of the overdue returns and check whether any other MCA forms or applications are pending.
Step 2. File the Pending Form 8 and Form 11
File the overdue Form 8 and Form 11 in chronological order. Pay the applicable additional fees for each delayed filing.
The additional fee for Form 11 is based on the period of delay. For a small LLP, it ranges from 1 to 25 times the normal filing fee. For other LLPs, it ranges from 1 to 50 times the normal fee. Form 8 follows the applicable MCA fee structure, including additional fees for prolonged delays.
Keep the Service Request Number (SRN) for every filing. These details may be required when you file Form 24.
Step 3. Clear Outstanding Liabilities
Settle any unpaid dues before applying for strike-off. This includes amounts owed to creditors, partners, employees, or government authorities.
Your LLP should have no outstanding liabilities when you apply for Form 24.
Step 4. Close the LLP’s Bank Account
Close every bank account held in the LLP’s name. This includes accounts that are inactive or dormant.
Obtain a bank closure confirmation or letter. You may need it as part of your Form 24 documentation.
Step 5. Complete Income Tax and GST Compliance
Complete the applicable income tax filings before proceeding with closure. If your LLP carried on business, keep the latest income tax return acknowledgment required for Form 24.
If your LLP is registered under GST, apply for cancellation of the GST registration. After cancellation, file GSTR-10 within 3 months from the date of cancellation or the date of the cancellation order, whichever is later.
Step 6. Prepare the Statement of Accounts
Prepare a statement showing the LLP’s assets and liabilities. For Form 24, the statement should show nil assets and liabilities.
A Chartered Accountant must certify the statement. It should be prepared within 30 days before filing Form 24.
Step 7. File Form 24
Submit Form 24 on the MCA V3 portal after completing the required compliance and preparing the supporting documents.
Attach the required statements, affidavits, consents, and other documents. The form is digitally signed by the designated partner, as applicable. The Form 24 filing fee is ₹500 for a small LLP and ₹1,000 for other LLPs.
The required professional certification specifically applies to the statement of account. Under Rule 37, this statement must be certified by a Chartered Accountant in practice. The rule does not require the entire Form 24 to be separately certified by a CA, CS, or Cost Accountant.
Step 8. Respond to MCA Queries and Complete Strike-Off
The application may be reviewed and may require clarification or resubmission if any information or document needs correction.
After the application is processed, a public notice is placed on the MCA website for one month, allowing interested parties to raise objections. If no valid objection prevents the closure, the LLP can be struck off and its name removed from the register.
LLP Closure Cost and Late Fees: What to Budget For?
The typical cost of closing an LLP is around ₹8,000 to ₹15,000. The actual cost can be higher if your LLP has several years of pending Form 8 or Form 11 filings.
Here are the main costs you should consider:
| Cost | Amount |
| LLP closure service and professional fees | ₹8,000–₹15,000 |
| Form 8 and Form 11 filing fees | ₹50 to ₹600, based on contribution slab: ₹50 (up to ₹1 lakh), ₹100 (₹1–5 lakh), ₹150 (₹5–10 lakh), ₹200 (₹10–25 lakh), ₹400 (₹25 lakh–₹1 crore), ₹600 (above ₹1 crore) |
| Additional filing fee for delayed returns | ₹100 per day per form, with no upper cap |
| Form 24 filing fee | ₹500 flat, separate from the Form 8/11 contribution-based slabs |
| Outstanding tax or GST dues | Depends on pending liability |
| Adjudication penalty, if applicable | Depends on the default under Sections 34(5) and 35(3) of the LLP Act |
Under Section 2(1)(ta) of the LLP Act, introduced by the LLP (Amendment) Act, 2021, a small LLP has contribution not exceeding ₹25 lakh and turnover not exceeding ₹40 lakh.
Example: Closing a Small LLP with Two Years of Pending Filings
Consider an LLP with ₹10 lakh in contribution, qualifying as a small LLP under Section 2(1)(ta). It has skipped Form 8 and Form 11 for two consecutive years, roughly 730 days of delay on each form.
| Item | Cost |
| Base filing fee, Form 8 (₹5–10 lakh slab) | ₹150 |
| Base filing fee, Form 11 (₹5–10 lakh slab) | ₹150 |
| Late fee, Form 8 (730 days × ₹100/day) | ₹73,000 |
| Late fee, Form 11 (730 days × ₹100/day) | ₹73,000 |
| Form 24 filing fee | ₹500 |
| Professional/service fee for closure | ₹8,000–₹15,000 |
| Estimated total | ₹1,54,800–₹1,61,800 |
What Happens If You Do Not Close an Inactive LLP?
An inactive LLP does not automatically stop having compliance obligations. If you leave it on the MCA register, applicable annual filings can continue to become due.
Ignoring the LLP can lead to:
- Additional filing fees: Pending Form 8 and Form 11 filings can continue to attract additional fees for each day of delay.
- Regulatory action: Under Rule 37, the Registrar may strike off an LLP that has not filed Form 8 and Form 11 for two consecutive financial years, treating it as defunct.
- Penalties: Continued non-compliance can result in separate adjudication proceedings and penalties, depending on the default.
- Consequences for designated partners: Continued defaults can expose designated partners to penalties and other regulatory consequences for their role in maintaining LLP compliance.
- Higher closure costs: A longer delay can increase the amount you need to pay before completing the Form 24 process.
- Ongoing compliance: Until the LLP is formally struck off, you should continue to address the compliance requirements applicable to it.
If the Registrar Can Strike It Off Anyway, Why File Form 24?
A Registrar-initiated strike-off happens on the Registrar’s timeline, not yours. You may also have less control over the closure documentation and how the LLP’s outstanding liabilities are addressed.
Form 24 gives you a formal and controlled way to close the LLP once you meet the eligibility requirements. You can clear pending compliance, settle liabilities, close the bank account, and complete the closure process through the prescribed route.
Common Mistakes That Get LLP Closure Applications Rejected
Form 24 can be rejected or sent for resubmission if the LLP does not meet the required closure conditions. Checking these points before filing can help you avoid delays.
Common issues include:
- Pending Form 8 or Form 11: Required overdue filings have not been completed before Form 24.
- Outstanding liabilities: The LLP still has unpaid debts, taxes, or other financial obligations.
- Bank account remains open: The LLP’s bank account has not been closed before the application.
- Outdated statement of accounts: The CA-certified statement is more than 30 days old when Form 24 is filed.
- Incomplete documents: Required affidavits, indemnity, partner consent, or other supporting documents are missing.
- Pending MCA forms: Another application or form is pending for approval, payment, or correction.
- Ongoing proceedings: The LLP is subject to an inspection, investigation, prosecution, or other proceeding that prevents strike-off.
- Incorrect LLP status: The application does not accurately reflect whether the LLP commenced business or when it ceased operations.
What Happens After LLP Strike-Off?
Once the MCA approves Form 24 and strikes off the LLP, the LLP is removed from the official register. It can no longer carry on business as an active LLP.
After strike-off:
- LLP status changes: The LLP is removed from the MCA register and is no longer treated as an active entity.
- Business operations stop: The LLP cannot continue business activities in its name.
- Future annual filings stop: You no longer need to file regular annual returns for the struck-off LLP.
- Records should be retained: Keep the closure approval, filed forms, financial records, and other important documents for future reference.
- Liabilities can still matter: Strike-off does not necessarily remove liability for obligations that existed before the LLP was closed.
Form 24 Strike-Off vs LLP Winding Up
Form 24 is generally used when an LLP has stopped business and wants to be removed from the MCA register. Winding up is a separate process used when the LLP needs to settle its affairs and distribute or realise its assets.
The key differences are:
| Basis | Form 24 Strike-Off | Winding Up |
| Purpose | Remove an inactive LLP from the MCA register | Close the LLP after settling its affairs |
| Suitable for | LLPs with no business activity and no outstanding liabilities | LLPs with assets, liabilities, or affairs that need to be settled |
| Process | Relatively simpler | More detailed and formal |
| Pending compliance | Applicable overdue filings generally need to be completed | Compliance depends on the winding-up process |
| Assets and liabilities | LLP should have nil assets and liabilities | Assets and liabilities can be dealt with during the process |
| Outcome | LLP is struck off from the register | LLP is dissolved after the winding-up process is completed |
Closing an LLP with pending annual compliance is possible, but you generally need to clear the applicable Form 8 and Form 11 filings before applying for strike-off. You should also settle outstanding liabilities, close the LLP’s bank account, complete the required tax compliance, and prepare the documents for Form 24.
If your LLP never commenced business, the filing requirements may differ based on its circumstances. For an LLP that operated in the past, delaying closure can increase compliance costs and regulatory risks. Completing the required steps and filing Form 24 gives you a proper route to formally close the LLP.
