How to close an LLP in India (Form 24 process)
An LLP that wants to close voluntarily must file Form 24 under Rule 37 of the LLP Rules 2009 with the Registrar of Companies. The LLP must have ceased business (or never commenced), have zero assets and liabilities, and have the consent of all designated partners. The government fee is Rs 500, and the process typically takes 3 to 4 months from filing to official strike-off.
Legal basis: Form 24 under Rule 37 of the LLP Rules 2009
Unlike companies, which use STK-2 under the Companies Act 2013, Limited Liability Partnerships use a separate legal framework for closure. Form 24 is prescribed under Rule 37 of the Limited Liability Partnership Rules 2009, which was notified under the Limited Liability Partnership Act 2008. The application is filed with the Registrar of Companies (ROC) for the jurisdiction where the LLP is registered.
Rule 37 allows the ROC to strike off the name of an LLP from the register if it is satisfied that the LLP has not been carrying on business or has ceased to carry on business. The ROC may act on its own (suo motu) or on an application by the LLP via Form 24.
Eligibility conditions for Form 24
An LLP can apply for voluntary strike-off via Form 24 if it meets all of the following conditions: the LLP has ceased to carry on business, or has not commenced business since its incorporation; the LLP has discharged all its liabilities in full and has no assets remaining; all designated partners have given their written consent to the application; there is no pending litigation, regulatory proceeding, or ROC investigation against the LLP; and all pending annual filings (Form 11 and Form 8) have been submitted.
An LLP that is in default of any filing, has outstanding dues to any creditor, or has any ongoing business activity cannot file Form 24.
Documents required for Form 24
The Form 24 application must be accompanied by several documents. Consent letters from all designated partners are required — each partner must sign a consent letter specifically authorising the Form 24 application. A statement of accounts showing nil assets and nil liabilities, certified by a Chartered Accountant, is mandatory. The statement must be dated not more than 30 days before the filing date.
A copy of the LLP Agreement is required to confirm the identity of the partners and their authority. The most recent Income Tax Return filed by the LLP must be attached. If the LLP has a PAN but has never filed an ITR (for example, if it never commenced business), a letter from a CA confirming this should be included. An income tax clearance certificate or a self-declaration that no income tax is outstanding is also required. An affidavit from all designated partners confirming that all information provided is correct and that all liabilities have been settled must be notarised.
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Talk to a CA →How to file Form 24 on the MCA21 portal
Form 24 is filed electronically on the MCA21 portal (mca.gov.in). All designated partners must have valid Digital Signature Certificates (Class 3 DSC) to sign the form. A practicing CA or Company Secretary typically prepares and certifies the statement of accounts, and may also assist with the filing itself.
The process: log in to MCA21 using the designated partner's DSC credentials; navigate to LLP forms and select Form 24; fill in the LLP details, reason for closure, and upload all required documents; pay the government fee of Rs 500 online; submit the form with all designated partners' digital signatures.
After submission, the ROC reviews the application. The ROC may raise queries or request additional documents — these must be responded to within the specified timeframe (typically 30 days). If the application is in order, the ROC publishes a public notice in the Official Gazette inviting objections. If no objections are received, the ROC issues an order striking off the LLP's name.
Government fee
The government fee for Form 24 is currently Rs 500. This is significantly lower than the Rs 10,000 fee for STK-2 (company strike-off), making the LLP closure route relatively inexpensive from a government fees perspective. The total cost of LLP closure is dominated by professional fees (CA/CS charges) rather than government fees.
Timeline
A straightforward Form 24 application with all documents in order typically takes 3 to 4 months from filing to the gazette notification of strike-off. This includes ROC review time, the public notice period, and the time for the gazette to publish. Applications that attract ROC queries can take longer — 5 to 6 months is not uncommon if additional correspondence is needed.
What the ROC does after receiving Form 24
The ROC first verifies the application for completeness. It checks whether all annual returns (Form 11 and Form 8) are up to date on the MCA21 portal, whether the DSC signatures are valid, and whether the statement of accounts shows nil liabilities. The ROC may also cross-check the LLP's income tax filing status with the Income Tax department. If satisfied, the ROC issues a public notice in the Official Gazette. Any person with a claim or objection can raise it within 30 days of the public notice. After the objection period closes without any objection, the ROC issues the strike-off order and removes the LLP from the register.
Key difference from company strike-off
One important distinction: companies are required to file annual returns with the Registrar of Companies (ROC) under the Companies Act. LLPs also file with the ROC (Form 11 and Form 8), but their annual filings are governed by the LLP Act and rules, not the Companies Act. This means the condonation schemes available for companies (such as CFSS) may not automatically apply to LLPs. An LLP with pending annual return defaults may need to file all outstanding returns and pay the applicable late fees before it can proceed with Form 24. The late fee for LLP annual returns can be substantial if returns have been pending for many years.
Can an LLP close without filing its pending annual returns?
Generally no. The ROC expects all pending Form 11 (annual return) and Form 8 (statement of accounts) to be filed before processing a Form 24 application. In practice, some ROC offices have accepted Form 24 from LLPs that never commenced business and never filed any return, but this varies by jurisdiction. The safest approach is to file all pending returns — or obtain a specific waiver — before submitting Form 24. A practicing CA can advise on the correct approach for your specific ROC jurisdiction.
This article is for general information only. For your specific situation, consult a practicing CA.
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