LLP Closure
An LLP that stopped trading still owes Form 8 and Form 11 every year, and the late fee has no upper limit. Closing it in Form 24 stops the meter — but only after the backlog is cleared.
Starts at ₹2,999 + government fees at actuals
What is LLP strike-off?
An LLP that has ceased operations, or never commenced them, can apply to have its name struck off the register in Form 24 under Rule 37 of the LLP Rules, 2009. It is the LLP equivalent of company strike-off, and the appropriate exit where there are no assets and no liabilities left.
The reason to bother is arithmetic. Late filing of Form 8 or Form 11 attracts ₹100 per day per form, and unlike most penalties under the Companies Act, there is no cap. An LLP dormant for four years with both forms outstanding each year accumulates a demand that comfortably exceeds what the business ever earned.
The route is only open to an LLP that has been inoperative from incorporation, or that has ceased commercial activity for at least one year before the application.
What closure achieves
The ₹100 per day per form default has no ceiling. It is the single strongest reason not to leave a dormant LLP alone.
Designated partners remain answerable for the LLP’s defaults for as long as it exists on the register.
Consents, indemnity and certified accounts create a clean record rather than an entity quietly accruing exposure.
The LLP route has fewer forms and no separate public-notice regime as elaborate as the company process.
Reviving a struck-off LLP requires a Tribunal order. Closing it voluntarily costs a fraction of that.
GST, professional tax and bank accounts surrendered rather than left generating notices.
Documents required
Partner approvals
- Consent of all partners to the application
- Resolution of the designated partners
- Affidavit from each designated partner confirming no liabilities
- Indemnity bond from each designated partner
Financial and statutory
- Statement of assets and liabilities showing nil, certified by a practising chartered accountant and not older than thirty days
- Copy of the latest income-tax return filed
- All pending Form 8 and Form 11 filings brought up to date
- Copy of the initial LLP agreement and any amendments
Not sure which package fits?
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How we close it
- Backlog assessmentWeek 1
We establish which Form 8 and Form 11 filings are outstanding and quantify the additional fees before you commit to the process.
- Clear the filingsWeeks 2–5
Pending annual returns and statements of account are filed. An LLP cannot be struck off while in default.
- Close everything downWeeks 4–7
Bank accounts closed, GST and other registrations surrendered, any residual balances dealt with.
- Documents executedWeek 8
Partner consents, affidavits and indemnity bonds signed; the nil statement certified by a chartered accountant.
- Form 24 filedMonths 3–6
Application filed with the Registrar, who publishes notice and, absent objection, strikes the LLP off.
Transparent pricing
Closure
₹2,999
filings already up to date
- Eligibility review
- Consents and affidavits drafted
- Indemnity bonds
- Form 24 filed
- Pending Form 8 / 11
- ITR filing
Clear & Close
₹11,999
with backlog cleared
- Everything in Closure
- Up to 2 years of Form 8 and Form 11
- CA-certified nil statement
- GST surrender
- ITR filing
Full Exit
₹19,999
defaults, ITRs and registrations
- Everything in Clear & Close
- Pending income-tax returns
- All registration surrenders
- Partner exposure review
- Objection handling
All prices are professional fees exclusive of GST at 18%. Government fees and stamp duty are charged at actuals and shown before you pay.
The parts that catch people out
You must file before you can stop filing
An LLP in default of Form 8 or Form 11 cannot be struck off. The backlog has to be cleared, with the accumulated ₹100 per day per form, before Form 24 will be accepted. Since the fee keeps growing while you decide, the cheapest day to start is always today.
The one-year dormancy requirement
The LLP must either never have commenced business, or have ceased commercial activity for at least one year before applying. An LLP that traded until last month has to wait. Planning the exit a year ahead avoids a frustrating gap.
All partners must consent
Every partner must consent and every designated partner must execute an affidavit and indemnity. An uncontactable or uncooperative partner blocks the application outright, and there is no majority mechanism to work around it.
Nil means nil
The certified statement of assets and liabilities must show nothing on either side, dated within thirty days of filing. Partner capital, unpaid statutory dues and a forgotten current account balance all need clearing first — and the indemnity bond makes a careless declaration personally consequential.
Income-tax returns still matter
A copy of the latest income-tax return is required where one has been filed. LLPs that stopped filing returns as well as ROC forms usually need to regularise both, and the tax side has its own late-filing consequences.
Forms and fee schedules are published by the Ministry of Corporate Affairs under the Limited Liability Partnership Act, 2008.
After the LLP is struck off
Keep the closure file. The indemnity given by the designated partners survives strike-off, so the documentation matters if a liability surfaces later.
Confirm that GST, professional tax and any trade licences were actually surrendered. These do not close automatically, and a live GSTIN attached to a dissolved LLP will keep generating return-default notices against the former partners.
If the LLP held a trademark, a domain or any contract that still has value, transfer it before closure rather than after. Once the entity is dissolved, assigning anything out of it becomes considerably harder.
Frequently asked questions
How long does LLP closure take?
Usually three to six months from filing Form 24, plus however long it takes to clear pending Form 8 and Form 11 filings beforehand — which is frequently the longer part.
What is the penalty for not filing LLP returns?
₹100 per day per form, with no upper limit. This is the key difference from most company defaults and the main reason dormant LLPs should be closed rather than ignored.
Can I close an LLP that traded recently?
Not immediately. The LLP must have ceased commercial activity for at least one year before applying, unless it never commenced business at all.
Do all partners need to sign?
Yes. All partners must consent and every designated partner must execute an affidavit and an indemnity bond. There is no mechanism to proceed over a partner’s objection or absence.
What does it cost?
Our fee starts at ₹2,999 where filings are current, and ₹11,999 where up to two years of backlog needs clearing. Government fees and the accumulated per-day additional fees are charged at actuals.
Is strike-off reversible?
Only through an order of the National Company Law Tribunal. Treat it as final, and transfer out anything of value before you file.
Official references
The statutory sources behind this page. We keep our guidance aligned to them — verify anything time-sensitive directly.
- Ministry of Corporate AffairsCompanies Act filings, forms and fee schedules
- Income Tax DepartmentReturns, forms, rates and e-filing utilities
Content on this page is reviewed by a chartered accountant or advocate at LexVerge LLP. It is general guidance, not advice on your specific facts.