LLP Amendment Rules 2017: Form 24, Rule 37 & Strike-Off Process
The Ministry of Corporate Affairs (MCA) notified the LLP Amendment Rules 2017 on May 16, 2017, via Notification No. G.S.R. 470(E), which took effect on May 20, 2017. The government issued them under sub-sections (1) and (2) of Section 79 of the LLP Act, 2008. Through this amendment, the MCA inserted sub-rule (1A) into Rule 37 of the LLP Rules, 2009. This sub-rule lays down the key requirements for strike-off, including filing any pending Form 8 and Form 11 returns and submitting a CA-certified nil statement.
In addition, the MCA revised Form 24, the application for striking off the name of a defunct LLP. Earlier, closure was difficult because the old Form 24 required written consent from every creditor, and the rules never specified exactly which documents to attach. The amendment removed the creditor-consent hurdle and laid out a clear document checklist instead. As a result, inactive LLPs can now close down more easily, though they must still meet the stricter pre-conditions set out in sub-rule (1A).
Meanwhile, the Center for Processing Accelerated Corporate Exit (C-PACE) now handles Form 24 applications under the 2024 amendment. This guide covers the key changes, the revised Form 24 requirements, the step-by-step strike-off procedure, and how the 2017 rules connect with the latest LLP amendments.
Key Takeaways
- The LLP Amendment Rules 2017 amended Rule 37 of the LLP Rules, 2009, to create a simpler exit route for defunct LLPs. The amendment inserted sub-rule (1A) and revised Form 24, the application for striking off an LLP’s name.
- Creditor consent is no longer required under the 2017 amendment.
- All overdue Form 8 and Form 11 returns must be filed before submitting Form 24. The Registrar will not process strike-off applications without complete annual return compliance.
- A CA-certified nil statement, partner affidavits, and a bank closure certificate must accompany every Form 24 application. The CA-certified statement must be dated within 30 days of filing, or the application faces rejection.
- Partners remain personally liable for all pre-closure debts even after strike-off. Creditors may pursue individual partners for unpaid obligations, subject to applicable limitation laws.
What are the LLP Amendment Rules 2017?
The MCA amended Rule 37 of the LLP Rules, 2009, in 2017 to establish a streamlined exit route for defunct LLPs. These rules apply to LLPs that ceased operations for one year or more, or that never commenced business. Earlier, the only formal route was winding up. This process was complex and time-consuming, as it involved appointing a liquidator and convening creditor meetings, which could stretch over months or years.
The 2017 amendment offered a simpler alternative. Now, affected partnerships can file Form 24 to strike their name from the register. This is where the difference between strike off and winding up of a company becomes clear.
Because the earlier process was difficult and time-consuming, many inactive LLPs remained registered instead of being closed. As a result, they continued to incur penalties for not filing Form 8 and Form 11 every year. The 2017 amendment addressed this issue by removing the requirement to obtain creditor consent and replacing it with a clear set of documents, affidavits, and financial statements that must be filed with the MCA.
Rule 37 in LLP Rules, Before the 2017 Amendment
Rule 37 of the LLP Rules, 2009 originally provided two pathways for striking off a defunct LLP from the register.
- Clause (a). Registrar-initiated (suo motu): The Registrar could strike off an LLP if it had not carried on business for two years or more. In such cases, the Registrar needed reasonable grounds to conclude that the LLP was no longer operational. Before proceeding, the Registrar would send notices to the LLP and all its partners.
- Clause (b). Voluntary application by the LLP: An LLP could apply to the Registrar for strike-off if it had not carried on business for one year or more, provided it obtained the written consent of all its partners.
The old rule did not clearly specify what documents applicants had to submit. It required a detailed application and the consent of all creditors, a significant barrier for LLPs with multiple liabilities.
Note: The 2017 amendment affected only clause (b) applications by inserting Rule 37(1A) with specific filing requirements. The Registrar’s suo motu power under clause (a) remained unchanged.
Key Changes Introduced by the LLP Amendment Rules 2017
The 2017 amendment made four significant changes to how you close down an LLP. Here’s what actually shifted:
1. Insertion of Rule 37(1A): The government inserted a new sub-rule (1A) after Rule 37(1) of the LLP Rules, 2009. This sub-rule explicitly prescribes the conditions and documentation requirements that applicants must fulfil before filing Form 24. The original rule did not specify these requirements, which contributed to widespread confusion and application rejections.
2. Mandatory Filing of Overdue Form 8 and Form 11: Applicants must file all pending Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) returns up to the financial year in which the LLP stopped carrying on business. These filings must be completed before submitting Form 24. This ensures that the Registrar has complete financial and compliance records before processing the strike-off application.
3. Revised Form 24 and New Documentation Requirements: The earlier rules never spelled out the exact list of documents an applicant needed, which left many partners guessing and applications being rejected. The 2017 amendment fixed this by revising Form 24 to include a defined checklist of mandatory supporting documents.
Documents Required with Form 24 (After the 2017 Amendment)
When you file Form 24, you must attach specific documents that prove your LLP meets the strike-off criteria. The 2017 amendment made these requirements explicit and non-negotiable.
Here’s the complete list of documents you need to submit alongside Form 24:
| Document | Purpose | Requirements |
| CA-Certified Statement of Accounts | Proves nil assets and nil liabilities | Prepared by a Chartered Accountant; dated within 30 days of Form 24 filing |
| Affidavits from Designated Partners | Declares business cessation and no liabilities | Signed jointly or severally by all designated partners; must include an indemnity clause |
| Consent Letter from All Partners | Authorizes the strike-off application | Written consent from every partner; dated and signed |
| Bank Account Closure Certificate | Confirms no active bank accounts | A letter or statement from the bank showing the account closure date |
| Latest ITR Acknowledgement Copy | Shows income-tax return status | Copy of the most recent ITR acknowledgement received from the Income-Tax Department |
| Initial LLP Agreement | Establishes the LLP structure | Required only if the agreement was never filed with the MCA; include all amendments |
| Overdue Form 8 and Form 11 | Annual financial and operational records | File these returns up to the end of the FY in which your LLP ceased business |
Note: The CA-certified statement must be dated within 30 days of your Form 24 filing. Partner consent remains mandatory, but creditor consent, required under the old rules, is no longer needed.
4. Removal of the Creditor-Consent Requirement: Under the old system, an LLP could not be closed unless all creditors gave their consent. For LLPs with multiple vendors or lenders, obtaining approval from everyone was often difficult and time-consuming. The 2017 amendment removed this requirement. Instead, the designated partners now submit an indemnity affidavit, accepting responsibility for any outstanding liabilities that may arise after the LLP is closed.
Did You Know? An indemnity affidavit is a sworn promise by the designated partners to personally cover any debts or claims that arise after the LLP is struck off.
Latest Update: While the 2017 Rules continue to govern LLP strike-offs, the application process has changed. Since August 2024, all Form 24 applications have been processed centrally by C-PACE instead of individual Registrar offices. As a result, strike-off applications are now typically processed within 70–90 days, much faster than the several months or even years it could take earlier.
LLP Amendment Rules Timeline: How Strike-Off Evolved from 2017 to 2024
The following table outlines the key regulatory milestones that have shaped the modern strike-off process:
| Year | Amendment | Regulatory Change | Impact on Strike-Off |
| 2017 | LLP Amendment Rules 2017 (G.S.R. 470(E), May 16) | Inserted Rule 37(1A); revised Form 24; removed creditor-consent requirement; defined documentation checklist | Established mandatory filing requirements (CA-certified statement, affidavits, bank closure certificate) that remain unchanged in 2026 |
| 2022 | LLP (Amendment) Rules 2022 (February 11) | Introduced small/startup LLP category; decriminalized offences; added Rules 19A, 37A–37D for penalties and appeals | Expanded LLP regulatory framework but preserved all Form 24 filing requirements |
| 2023 | C-PACE Authority Established (April 17) | Created the C-PACE as an alternative processing body | Introduced optional expedited processing alongside the traditional Registrar; no change to Form 24 documents required |
| 2024 | C-PACE Integration (August 27) | Formally integrated C-PACE as a co-authority with the Registrar for LLP strike-off applications | Applicants now select between the Registrar pathway or the accelerated C-PACE pathway; Form 24 requirements are identical |
Form 24 requirements have remained unchanged since 2017. Later amendments improved processing speed, not filing requirements. Applicants choose between the Registrar or C-PACE pathway.
Step-by-Step Procedure to Strike Off an LLP Under the 2017 Amended Rules
Striking off an LLP under the amended Rules involves following a series of prescribed steps. Completing each step in the correct order helps ensure regulatory compliance and allows the application to be processed smoothly and without unnecessary delays.
The procedure is structured in three phases: operational cessation, documentation preparation, and regulatory filing.
Phase 1: Operational Cessation
1. Convene a Partner Meeting and Authorize Strike-Off via Resolution
The partners of the LLP shall convene a formal meeting and pass a resolution authorizing the strike-off application. This resolution must be documented in the LLP’s official records and retained for regulatory scrutiny.
2. Obtain Written Consent from All Partners
All partners shall provide written, dated consent approving the strike-off application. This consent document must be executed and attached to Form 24 as a mandatory supporting document.
3. Discontinue All Commercial Operations
The LLP shall cease all revenue-generating activities and business operations. The precise date of cessation of commercial activity must be documented and clearly stated in the affidavits filed with Form 24.
4. Execute Bank Account Closures
All bank accounts maintained in the name of the LLP shall be closed through proper banking procedures. A bank closure letter or statement confirming that the account has been closed must be obtained.
Phase 2: Documentation Preparation
5. File Outstanding Annual Returns (Form 8 and Form 11)
The partners must file all overdue annual returns in Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) with the Registrar. They must submit these returns for the entire period up to and including the financial year in which the LLP ceased commercial operations.
This filing must be completed before the submission of Form 24.
6. Commission a CA-Certified Statement of Accounts
A qualified Chartered Accountant shall prepare and certify a statement of accounts reflecting nil assets and nil liabilities. The partners must date the statement within 30 days before they file Form 24, ensuring the Registrar receives current financial documentation.
7. Procure Affidavits from Designated Partners
The designated partners shall execute affidavits containing the following declarations:
(i) The LLP has not commenced business operations or has ceased business operations as of a specified date;
(ii) The LLP maintains no outstanding liabilities, and the partners shall indemnify any liability arising after strike-off;
(iii) The status of bank accounts and closure dates; and (iv) the status of income-tax return filings.
Phase 3: Regulatory Filing
8. File Form 24 with Complete Documentation via the MCA Portal
The partners must submit Form 24 electronically through the MCA online filing portal. They must attach all mandatory supporting documents, verify them for completeness, and have authorized signatories properly authenticate them.
9. The Registrar Conducts Review and Publishes Official Notice
After receiving Form 24, the ROC reviews the submitted documents. If the application meets statutory requirements, the ROC publishes an official notice on the MCA website announcing the proposed strike-off. This publication initiates a 30-day notice period, during which creditors and members of the public may file objections.
10. Issuance and Publication of Strike-Off Order
If creditors raise no valid objections within the specified period, the Registrar issues a strike-off order. The Registrar publishes this order in the Official Gazette of India, at which point the LLP ceases to exist on the Register of LLPs.
Note: The strike-off process typically requires one to three months from Form 24 submission to final order issuance. Applicants may route applications through C-PACE under the 2024 amendment for expedited processing. Remember, designated partners remain personally liable for all debts incurred by the LLP before strike-off.
LLP Amendment Rules 2017: Key Benefits and Regulatory Impact
The following benefits directly resulted from the 2017 LLP Amendments regulatory changes:
1. Removal of the Creditor-Consent Barrier
Previously, obtaining written approval from every creditor created a substantial obstacle for partnerships with multiple liabilities. With this requirement eliminated, LLPs can now exit through strike-off by filing an indemnity affidavit instead of collecting creditor signatures.
2. Significantly Accelerated Closure Timelines
Strike-off functions as a cost-effective and time-saving alternative to the traditional LLP winding-up process. The government fee for Form 24 is approximately ₹500, with professional fees ranging from ₹5,000 to ₹10,000, whereas full winding-up through a liquidator typically costs ₹21,999 or more.
On timelines, partnerships complete strike-off within 1 to 3 months, whereas formal winding-up historically consumed 6 months to 2 years.
3. Substantially Lower Closure Costs
Strike-off eliminates the need for a liquidator, creditor meetings, and court-supervised winding-up. Partners file documents directly with the Registrar, reducing professional fees and regulatory costs substantially.
4. Explicit Documentation Requirements
Rule 37(1A) prescribed detailed conditions for filing Form 24, specifying the exact documents, affidavits, and certifications required. This clarity eliminated ambiguity and reduced application rejections.
5. Relief from Perpetual Compliance Obligations
A dormant LLP that remains on the register must continue filing Form 8 and Form 11 every year, regardless of whether it conducts any business. Missing these filings accrues penalties of ₹100 per day, per form, with no upper limit. Strike-off ends the LLP’s legal existence entirely. Once struck off, the LLP has no future filing obligations and stops accumulating penalties, eliminating the recurring compliance burden permanently.
6. Preserved Partner Accountability
Despite simplifying closure, the amendment maintained partner liability through indemnity affidavits. Partners remain liable for all debts the LLP incurred before strike-off, ensuring creditor protection within a streamlined framework.
Note: Strike-off does not discharge partner liabilities; it removes the LLP from the Register. Partners must settle or properly indemnify all outstanding debts before filing Form 24, because creditors may pursue individual partners for pre-closure obligations.
RegisterKaro supports you across the entire LLP lifecycle, from LLP registration to closure under the LLP Amendment Rules 2017. Our experts handle Form 24 filing, document preparation, and C-PACE processing. Contact us today for expert assistance with your LLP strike-off application.
