LLP Strike Off in India: Form 24, Documents & Procedure (2026)
Closing a business legally can be just as important as starting one, especially when circumstances change. Many Limited Liability Partnerships (LLPs) in India eventually stop operating due to funding issues, strategic decisions, or inactive partners. In such situations, partners may choose LLP strike-off to formally close the business. LLP strike-offs are now centrally processed by C-PACE (Centre for Processing Accelerated Corporate Exit), not the jurisdictional ROC.
This update was done via MCA Notification G.S.R. 425(E) dated 5 August 2024, amending Rule 37, effective 27 August 2024. Therefore, the Registrar of C-PACE is now the authority for striking off LLP names. Partners must file Form 24 on the MCA portal if the LLP has been inactive for at least one year and has no outstanding liabilities. Registrar can also strike off suo-moto where an LLP hasn’t carried on business for two years or more.
Once operations cease, maintaining annual filings and regulatory compliance can become unnecessary and costly.
Key Takeaways
- LLP strike-off is a legal way to close an inactive Limited Liability Partnership and remove its name from the ROC records.
- An LLP generally needs to have stopped business activity for at least one year and should have no outstanding liabilities before applying for voluntary strike-off.
- Form 24 is the key MCA form used to apply for LLP strike-off. The application requires supporting documents such as a Statement of Accounts, partner consent, affidavit, and indemnity bond.
- Before filing Form 24, the LLP should settle its liabilities, close its bank account, and complete applicable pending statutory filings, including Form 8 and Form 11.
- The MCA government fee for Form 24 is ₹500, while CA/CS certification, professional assistance, and pending compliance can add to the overall closure cost.
- After approval, the LLP is removed from the ROC register and cannot continue normal business operations as a registered LLP. However, past or undisclosed liabilities may still have legal consequences.
- A struck-off LLP may be restored in appropriate circumstances through the prescribed legal process, subject to applicable conditions and timelines.
What is LLP Strike Off?
LLP strike-off is the removal of a Limited Liability Partnership from the ROC records. Once removed, the LLP’s name is deleted from the official register, and it ceases to exist as a registered business entity.
The Ministry of Corporate Affairs (MCA) issued an important clarification on May 16, 2017, about LLP strike-off applications. The notification states that LLPs must file overdue statutory returns for the years when the business was operating. LLPs do not need to file returns for periods with no business activity. The notification also introduced Form 24 and the relaxation that overdue Form 8/Form 11 need only be filed up to the financial year in which the LLP ceased business.
However, designated partners must submit a declaration confirming that the LLP has closed its business operations. Section 75 of the LLP Act, 2008, empowers the Registrar to strike a defunct LLP off the register, with Rule 37 prescribing the Form 24 procedure.
Legal Provisions Governing LLP Strike Off in India
For businesses that have completed LLP registration, the strike-off provisions provide a legal exit while ensuring compliance with MCA requirements.
The following provisions form the legal framework for LLP strike-off in India:
1. LLP Act, 2008
The Limited Liability Partnership Act, 2008, serves as the governing law for LLPs in India. It regulates the formation, management, compliance, and closure of LLPs. The Act also gives the ROC the authority to maintain LLP records and take regulatory action when needed.
2. Rule 37 of LLP Rules, 2009
Rule 37 of the LLP Rules, 2009, explains the procedure for LLP strike-off. It allows inactive LLPs to apply for removal from the ROC register. The rule also sets the conditions partners must meet before filing a strike-off application.
3. Authority of Registrar of Companies (ROC)
The ROC reviews LLP strike-off applications and checks the supporting documents. If the application meets all requirements, the ROC can approve the request and remove the LLP from official records. The ROC can initiate strike-off if an LLP stops business operations or fails to file statutory returns for a prolonged period.
4. C-PACE and LLP Strike-Off
The Centre for Processing Accelerated Corporate Exit (C-PACE) was introduced by the MCA to streamline the voluntary closure of eligible companies and LLPs. For an LLP seeking strike-off, the application is processed through the prescribed MCA mechanism, with C-PACE helping centralise and expedite the closure process. However, the LLP must still meet the applicable eligibility and compliance requirements before filing for strike-off through Form 24.
These laws define the rules, authority, and conditions for closing an LLP. They also ensure that businesses follow proper legal steps before removing an LLP from government records.
Eligibility Criteria for LLP Strike Off in India
An LLP must meet certain conditions before applying for an LLP strike-off.
Partners should confirm the following eligibility requirements before submitting the LLP strike-off application:
- No Business Activity for at least 1 Year: The LLP has not carried out any business activity for at least one year. This condition indicates that the partnership is inactive and ready for closure.
- No Outstanding Liabilities: The LLP must not have unpaid debts, loans, or financial obligations. Partners should clear all liabilities before applying for strike-off.
- Consent of All Partners: All partners must agree to close the LLP through a written resolution.
- No Pending Legal Proceedings: The LLP should not have ongoing legal disputes or court cases, as these may delay or reject the strike-off request.
- Statutory Filings Completed: The LLP must complete all required filings with the Registrar of Companies, including LLP Form 8 and Form 11, if applicable.
- Income Tax Compliance Completed: The LLP should file the Income Tax Return (if filed) to confirm that all tax obligations are cleared. Additionally, all LLP annual compliance requirements must be fulfilled before applying.
- Bank Account Closed: The LLP must close its bank account before filing the strike-off application. This step confirms that no financial transactions remain.
These conditions ensure that only inactive LLPs with no financial or legal obligations can apply for closure.
Documents Required for Striking Off of an LLP in India
Partners must submit the following documents along with the strike-off application:
- Application Form (Form 24): Partners must file Form 24 to apply for LLP strike-off. This form includes basic details of the LLP and the reason for closure.
- Statement of Accounts: The LLP must submit a statement of accounts that shows no assets or liabilities. A Chartered Accountant must certify this statement. The document should not be older than 30 days from the filing date.
- Consent of Partners: All partners must give written consent to close the LLP. This confirms that every partner agrees with the strike-off decision.
- Affidavit from Designated Partners: Designated partners must submit an affidavit stating that the LLP has stopped its business activities and has no outstanding liabilities.
- Indemnity Bond: Partners must provide an indemnity bond. In this document, they agree to settle any future liability that may arise after the LLP is struck off.
- Copy of PAN and LLP Agreement: Applicants may also submit a copy of the LLP’s PAN card and the LLP agreement. These documents help verify the LLP’s identity and structure.
These documents help the MCA and ROC verify that the LLP has stopped operations and has no pending liabilities.
How to Apply for LLP Strike Off in India: Step-by-Step Process
The procedure to strike-off an LLP involves completing specific compliance steps through the MCA portal and the ROC. They are as follows:
Step 1: Stop All Business Activities
Before applying for strike-off, the LLP must stop all commercial operations. Ensure the LLP is no longer conducting any business activity.
- Stop issuing invoices, entering contracts, or making business transactions.
- Confirm that the LLP has remained inactive for the required period.
Estimated Timeline: Immediate
Step 2: Close Bank Accounts and Settle Liabilities
The LLP must clear all financial obligations before applying for closure.
- Close the LLP’s bank account.
- Pay pending vendor payments, loans, or statutory dues.
Ensure there are no unpaid liabilities or financial obligations.
Estimated Timeline: 5–10 working days, depending on bank processing.
Step 3: Obtain Consent from All Partners
Partners must formally approve the decision to close the LLP.
- Hold a partner meeting to discuss LLP closure.
- Pass a resolution approving the LLP strike-off.
- Collect written consent from all partners.
Estimated Timeline: 1–3 days.
Step 4: Prepare Required Strike-Off Documents
Partners must prepare and verify all required documents, as listed in the “Documents Required for LLP Strike-Off” section.
Estimated Timeline: 3–7 working days.
Step 5: File Form 24 on the MCA Portal
After preparing documents, the LLP must submit the strike-off application online.
- Fill out Form 24 on the MCA portal.
- Attach all required documents.
- Pay the prescribed government fee.
- Submit the application for ROC review.
Estimated Timeline: 1–2 days for filing.
Step 6: ROC Verification and Approval
After submission, the ROC reviews the application and supporting documents.
- The ROC verifies the documents and eligibility conditions.
- The authority may request additional clarification if needed.
- The ROC approves the application and removes the LLP from official records once all conditions are met.
Estimated Timeline: 2–3 months, depending on ROC processing.
The complete LLP strike-off process in India usually takes 2 to 3 months. The timeline may vary depending on document preparation and ROC verification.
Fees to Strike Off an LLP: Government and Professional Costs
MCA government fee for LLP strike-off in India is ₹500. Partners must pay this fee when filing Form 24 on the MCA portal through the ROC.
The table below explains the typical costs involved in the LLP strike-off process:
| Particulars | Estimated Cost | Details |
| Form 24 Filing Fee | ₹500 | Fixed government fee for submitting the LLP strike-off application on the MCA portal. |
| Professional Certification (CA/CS) | ₹1,000 – ₹5,000 | A Chartered Accountant or Company Secretary certifies the Statement of Accounts required for Form 24. |
| Document Preparation Costs | ₹500 – ₹2,000 | Includes drafting affidavits, indemnity bonds, and other supporting documents. |
| Late Filing Penalties | ₹5,000 – ₹50,000 | Penalties may apply if statutory returns (Form 8/Form 11) are not filed before applying for strike-off. |
The penalty amount varies based on the number of pending filings and the duration of non-compliance.
Note: If you take up professional assistance, then additional charges may apply. The professional fee may vary depending on the service provider and the complexity of the LLP’s records. Always check the latest filing fees on the MCA portal before applying for LLP strike-off.
What are the Consequences of Striking Off Your LLP?
When an LLP strike-off is approved, the LLP is removed from the records of the ROC under the MCA. The firm then legally stops existing as a registered business entity.
Additionally, the following consequences happen after an LLP is struck off in India:
- LLP Ceases to Exist: After approval, the ROC removes the LLP’s name from the official register. This means that LLP can no longer operate as a registered business.
- Business Activities Must Stop: The LLP cannot conduct any commercial activity after the strike-off. Continuing business operations may lead to legal penalties.
- Partner Liability May Still Continue: Partners may remain responsible for undisclosed liabilities. Authorities or creditors can claim pending dues if they appear later.
- Legal Claims May Still Be Raised: Creditors, tax authorities, or regulators can raise claims related to the LLP’s past activities. Partners may need to settle these obligations if liabilities surface later.
- LLP Bank Accounts and Registrations End: All operational registrations connected effectively stop after the LLP strike-off. This includes business operations linked to tax or regulatory registrations.
- LLP Name May Become Available: After the LLP is removed from the register, the name may eventually become available for new business registration.
Important: Remember, an LLP strike-off does not remove past liabilities. Partners must clear all dues before applying to avoid future legal issues.
Can a Struck Off LLP Be Revived in India?
The LLP Act, 2008 does not provide an express restoration mechanism for a struck-off LLP equivalent to Section 252 of the Companies Act, 2013. If an LLP, partner, creditor, or other aggrieved stakeholder believes that the strike-off was improper or that the LLP needs to be revived to deal with its pending rights or liabilities, they may seek an appropriate legal remedy.
In practice, an application before the NCLT may be pursued by applying the company-law restoration framework by analogy, or a writ petition may be filed before the jurisdictional High Court, depending on the circumstances and available remedy.
There is no clearly prescribed statutory time limit for restoration of an LLP comparable to the specific restoration periods provided for companies.
Key Points About LLP Revival:
- Evidence Matters: The applicant should establish why restoration is justified, such as an improper strike-off, existing assets or liabilities, pending legal rights, or other legitimate business interests.
- Compliance After Revival: If the LLP is restored, it may need to address its pending statutory filings, accounts, and other compliance requirements as directed by the competent authority or tribunal.
- Professional Legal Advice: Because the LLP Act does not provide a dedicated restoration procedure, the appropriate forum and remedy can depend heavily on the circumstances. An LLP should obtain advice from a qualified CA, CS, or legal professional before initiating proceedings.
Why Businesses Prefer Strike Off Their LLPs?
Many businesses in India choose LLP strike-off because it is a simple and cost-effective way to close an inactive firm. Compared to winding up through a tribunal, a strike-off requires less paperwork, fewer legal formalities, and minimal government fees.
Key Reasons for Choosing LLP Strike Off:
- Saves Compliance Costs: Inactive LLPs still need to file annual returns and maintain statutory compliance. Strike-off removes this burden, saving time and money.
- Simpler Closure Process: The procedure for LLP strike-off is straightforward. Partners submit Form 24 with the required documents, and the ROC handles the rest.
- Faster Closure: Unlike winding up through the NCLT, which can take over a year, a strike-off is usually completed within 2–3 months.
- Lower Legal Burden: Strike-off avoids lengthy legal procedures and court involvement, making it ideal for LLPs with no assets or liabilities.
- Avoids Future Penalties: By formally striking off the LLP, partners prevent penalties for missed annual filings, non-compliance, or dormant business activity.
In short, LLP strike-off provides a quick, affordable, and legally compliant solution for closing inactive partnerships in India.
Types of LLP Closure in India: Strike Off, Compulsory Removal & Winding Up
Businesses can close a Limited Liability Partnership through different legal methods. These methods depend on the LLP’s financial condition, liabilities, and business status.
The following table explains the main types of LLP closure in India:
| Type of Closure | When It Is Used | Authority | Key Details |
| Voluntary Strike-Off (Fast Track Exit) | When the LLP has stopped business and has no liabilities | Registrar of Companies | Partners apply for LLP strike-off through the MCA. |
| Compulsory Strike Off by ROC | When the LLP does not carry on business or fails to file statutory returns | Registrar of Companies | The ROC can remove the LLP from official records without an application from partners. |
| LLP Winding Up | When the LLP has assets, debts, or legal disputes | Tribunal / Court | This is a formal legal process. It involves settling liabilities and distributing remaining assets. |
Fast Track Exit is the fastest way for inactive LLPs to close their business and strike-off firms. Choosing the correct closure method helps ensure that the LLP shuts down legally and avoids future compliance issues or penalties.
