LLP Closure Procedure in India – A Step-by-Step Guide

A Limited Liability Partnership (LLP) is a flexible business structure that combines the benefits of a partnership with the advantages of limited liability. However, when an LLP becomes inactive, non-operational, or financially unviable, it’s important to formally close it in compliance with legal requirements.

Failure to do so may lead to hefty penalties, late fees, and continuous compliance obligations. This article explains the LLP closure procedure in India, including strike-off under Form 24, eligibility, documentation, and the timeline for a hassle-free closure.

Why Is It Important to Close an LLP Legally?

Many business owners mistakenly ignore inactive LLPs without legally winding them up. Here’s why that’s risky:

  • The LLP continues to be a legal entity until it is struck off.
  • You must file annual returns and financials even if there’s no business activity.
  • Non-compliance leads to penalties of ₹100 per day per form under the LLP Act.
  • You may be disqualified as a Designated Partner for default.

Thus, a proper LLP strike-off procedure ensures peace of mind and protects your professional standing.

Modes of LLP Closure in India

LLPs can be closed in two ways:

  1. Voluntary Strike-Off (Fast Track Exit) – Form 24

This is the most preferred and time-saving method if the LLP has:

  • No assets or liabilities
  • Ceased operations for more than one year
  • Filed all due returns up to the date of cessation
  1. Winding Up by Tribunal (NCLT)

Used in more complex cases, such as:

  • LLP unable to pay debts
  • Partners dispute
  • Fraudulent operations
  • Directions from the Tribunal

For most startups and SMEs, Form 24 strike-off is the go-to method.

Eligibility for LLP Strike-Off via Form 24

To proceed with LLP closure under Form 24, the following conditions must be met:

✅ The LLP is not carrying on business for the past one year or more
✅ There are no outstanding liabilities or dues
✅ LLP has filed ITR and Form 8 & 11 for the period during which it operated
✅ All designated partners have digital signatures and DINs are active

LLP Closure Procedure (Step-by-Step)

Here’s a simplified breakdown of the LLP closure procedure through Form 24:

Step 1: Hold a Meeting of Partners

Pass a resolution to close the LLP and authorise a designated partner to file the closure documents.

Step 2: Prepare and File Statement of Accounts

  • Prepare a nil assets & liabilities statement, certified by a CA.
  • Must be dated within 30 days of filing Form 24.

Step 3: File Pending Returns

Ensure that the LLP has:

  • Filed all annual compliance forms (Form 8 and Form 11)
  • Filed ITRs up to the last year of business operations

Step 4: Obtain NOC from Creditors (if applicable)

If the LLP had any previous liabilities or borrowings, get a No Objection Certificate (NOC) from creditors or declare the absence of liabilities via affidavit.

Step 5: File Form 24 with MCA

Submit the following to the Ministry of Corporate Affairs:

Document Details
Form 24 Application for striking off LLP
Affidavit and Indemnity Bond From all designated partners
Statement of Accounts Certified by a CA
Resolution of Closure Passed by the partners
Copy of ITR Acknowledgement For last active year
PAN Card and LLP Agreement Mandatory attachments

Step 6: Government Processing & Approval

  • The Registrar of Companies (ROC) verifies the application.
  • On approval, a notice is published in the MCA Gazette.
  • The LLP is struck off and dissolved.

📌 Timeline: 90 to 150 days depending on document correctness and ROC backlog

Documents Required for LLP Closure

  • Board resolution for closure
  • Latest Income Tax Return
  • Form 8 and Form 11 (last filed copies)
  • Affidavits from all partners
  • Indemnity bonds
  • CA-certified financial statement
  • Copy of LLP Agreement
  • PAN and address proof of partners

Common Mistakes to Avoid

🚫 Not filing annual returns before closure
🚫 Submitting unattested financials
🚫 Missing DIN activation or DSC expiry
🚫 Not taking legal advice for proper documentation

Can an LLP Be Closed Without Annual Filings?

No. Before initiating strike-off, the LLP must file overdue:

  • Form 8 (Statement of Accounts)
  • Form 11 (Annual Return)
  • ITR for the last financial year in which business was conducted

LLP Closure Services – Let Us Help You

Navigating the LLP closure process alone can be complex. From preparing affidavits to ensuring compliance, even minor errors can delay your application or lead to rejection.

✅ We provide end-to-end support for LLP strike-off under Form 24
✅ Preparation and filing of documents with ROC & Income Tax
✅ Drafting CA-certified financials and indemnity bonds
✅ Affordable pricing, faster turnaround, and zero penalty guarantees

Conclusion

Properly closing a non-operational LLP through Form 24 is not just a legal requirement—it’s a financial safeguard. Whether you’re a startup winding down or a dormant entity, following the right LLP closure procedure avoids penalties, DIN disqualification, and unnecessary legal obligations.

Ready to close your LLP quickly and hassle-free?
Contact our expert team for seamless LLP strike-off services today by clicking the link below.