Closure of LLP (Limited Liability Partnership)
Striking off, winding up, or dissolving an LLP involves different eligibility conditions and MCA requirements. For a smooth Closure of LLP in India, Kanakkupillai helps you check eligibility, clear pending compliance, prepare accurate documents, and complete the Form 24 filing through C-PACE while reducing avoidable delays.
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Closure of LLP in India
A Limited Liability Partnership (LLP) may need to be closed when the business becomes inactive, unprofitable, or the partners decide to discontinue operations. Simply stopping business is not enough to legally close an LLP. The partners must follow the appropriate MCA closure process, which may include LLP strike-off through Form 24 or winding up, depending on the LLP's circumstances.
At Kanakkupillai, we make LLP closure simple by helping you review eligibility, complete pending compliances, prepare the required documents and handle the MCA filing process. Whether your LLP has been inactive for a long time or you have decided to discontinue the business, our team can guide you through the closure process with clear and practical support.
What Does “Closure of LLP” Actually Mean?
A Limited Liability Partnership (LLP) is a separate legal entity registered under the Limited Liability Partnership Act, 2008. Simply stopping business activities does not automatically close the LLP. Until the LLP is formally struck off or wound up through the applicable MCA/ROC process, it may continue to have statutory compliance requirements, including Form 11 (Annual Return), Form 8 (Statement of Account & Solvency), and applicable income-tax filings, even when there is no active business.
It is different from simply:
- Stopping business operations
- Closing the LLP's office
- Stopping invoices
- Closing the bank account
- Not filing annual returns
An LLP can continue to have statutory obligations even after business activity has stopped. Therefore, partners should review the LLP's MCA filings, financial position, tax and GST registrations, bank account and other applicable obligations before beginning the closure process.
Methods of Closing an LLP in India
There is no single closure method that applies to every LLP. The appropriate route depends on the LLP's circumstances. If you're evaluating options across entity types, it's also worth comparing the cost of closing a private limited company in India before deciding which structure suits your future ventures.
| Closure Route | Suitable For | General Approach |
|---|---|---|
| Strike Off through Form 24 | Eligible inactive/defunct LLPs | Apply for removal of the LLP's name from the register |
| Voluntary Winding Up / Liquidation | LLPs requiring formal settlement of affairs | Settle assets, liabilities and other obligations through the applicable process |
| Compulsory / Tribunal-Led Winding Up | LLPs involving circumstances requiring formal legal proceedings | Process depends on the applicable legal and tribunal requirements |
How Can You Close an LLP in India?
The closure route depends on the LLP's business activity, assets, liabilities, compliance status and legal circumstances. An inactive LLP that satisfies the applicable conditions may apply for strike-off through Form 24. The MCA's Form 24 instruction kit states that an LLP can apply for strike-off with the consent of all partners if it has not carried on business or operation for one year or more, subject to the prescribed requirements. If the LLP still has assets, liabilities, creditor claims, disputes or other matters that need to be settled, the partners should first determine whether strike-off is appropriate or whether a more involved winding-up process is required.
LLP Strike Off Through Form 24
LLP Form 24 is the MCA webform used to apply for striking off an eligible LLP from the register. The MCA instruction kit states that the form operates under Section 75 of the Limited Liability Partnership Act, 2008, read with Rule 37 of the LLP Rules, 2009.
Before filing Form 24, the LLP's status should be checked carefully. The MCA specifically identifies restrictions relating to matters such as open unsatisfied charges, pending forms or fees, pending master-data correction, partner disputes and certain pending inspection, investigation or prosecution matters.
This is why a pre-filing compliance review is important. Filing the form without checking the LLP's records can lead to queries, delays or the need for additional compliance work.
Strike Off vs Winding Up: What's the Difference?
| Particular | LLP Strike Off – Form 24 | Winding Up / Liquidation |
|---|---|---|
| Main purpose | Remove an eligible inactive LLP from the register | Formally settle the LLP's affairs |
| Suitable for | Eligible defunct/inactive LLP | LLPs with affairs requiring formal settlement |
| Assets | Should not have unresolved assets | Assets may need to be realised or distributed |
| Liabilities | Should be appropriately addressed | Creditor/liability settlement forms part of the process |
| Complexity | Comparatively simpler | Generally more involved |
| Professional support | Compliance and filing assistance | May involve wider legal, financial and liquidation support |
Latest Government Update on LLP Closure
One of the most important recent developments for LLP closure is the centralisation of strike-off processing through C-PACE (Centre for Processing Accelerated Corporate Exit).
MCA notified the centralisation of LLP strike-off processing through Notification G.S.R. 475(E) dated 5 August 2024. The process for LLP strike-off through ROC C-PACE was operationalised from 27 August 2024.
The change was introduced to make voluntary exit more centralised and process-driven. MCA stated in August 2025 that 8,368 LLPs had been struck off as of 31 July 2025 under Section 75 of the LLP Act read with Rule 37 of the LLP Rules.
MCA also reported that C-PACE had significantly reduced processing time for voluntary closure applications and was providing centralised communication and better application tracking
What This Means for LLP Owners
- Centralised processing: LLP strike-off applications are handled through a single MCA mechanism, helping create a more consistent process across India.
- Digital communication: Filing-related communications, queries and updates are managed through the MCA system.
- Growing adoption: According to MCA data, 8,368 LLPs had been struck off as of 31 July 2025 under Section 75 of the LLP Act, 2008 read with Rule 37.
- Faster exit mechanism: C-PACE was introduced to make voluntary corporate exits more streamlined and process-driven, although the actual processing time for an LLP can vary depending on document completeness, compliance status and MCA queries.
- Important for applicants: C-PACE does not remove the eligibility requirements for Form 24. The LLP must still satisfy the applicable conditions and submit the required documents correctly.
What Should You Do Before Filing Form 24?
A proper pre-filing review can help avoid unnecessary queries and delays. This is also a good time to revisit your LLP Agreement to confirm partner obligations on dissolution are properly reflected in your closure documents.
LLP Closure Checklist
- Business operations have stopped.
- LLP master data has been reviewed.
- Pending Form 8 and Form 11 filings have been checked.
- Outstanding MCA fees or forms have been reviewed.
- Assets and liabilities have been examined.
- Bank account status has been checked.
- Tax and GST obligations have been reviewed.
- Statement of Accounts has been prepared as required.
- Partner declarations and supporting documents are ready.
- DSC and authorised signatory details are valid.
- No filing restriction identified by MCA remains unresolved.
Other Recent MCA Reforms Relevant to LLP Closure
Apart from the C-PACE reforms, several MCA initiatives have made corporate compliance and exit processes more streamlined. The decriminalisation of several offences under the Companies Act and LLP Act has shifted many compliance defaults from prosecution towards monetary penalties and adjudication, which can be relevant when an LLP has pending compliance issues before closure.
The introduction of the Small LLP framework has also reduced the compliance and fee burden for eligible LLPs. In addition, the expansion of Straight-Through Processing (STP) under MCA21 V3 has enabled many forms, including LLP-related filings, to be processed digitally with less manual intervention. Together, these reforms support a more efficient compliance environment for businesses preparing to complete their LLP closure.
Eligibility Requirements for Each Closure Method
For Strike Off (Form 24)
- No business activity for at least 1 year (preferably 2 years, to avoid scrutiny).
- No outstanding assets or liabilities bank accounts must be fully closed.
- Written consent from all designated partners.
- All pending Form 8 and Form 11 returns filed up to the date operations ceased, in line with your annual compliance for LLP obligations.
If your LLP had undergone any changes in partners, capital contribution or business activity during its operating years, ensuring the relevant LLP agreement change filings were completed, unresolved amendments can surface as discrepancies during MCA review.
For Voluntary Liquidation
- Applicable when the LLP still has assets and liabilities to settle.
- Requires a Declaration of Solvency and 75% partner consent by value.
- No ongoing business activity permitted during the liquidation period.
For Compulsory Winding Up
- LLP is unable to pay its debts (insolvency).
- The number of partners has fallen below 2 for more than 6 months.
- LLP has defaulted on Annual Return filing for 5 consecutive financial years.
- LLP has defaulted in filing the Statement of Accounts with the RoC.
- NCLT considers it just and equitable to wind up the LLP.
Government Fees & Professional Costs for LLP Closure
| Component | Approximate Cost |
|---|---|
| MCA government fee for Form 24 | ₹50 per partner (subject to a prescribed minimum) |
| Chartered Accountant certification (Statement of Accounts) | Varies by CA; typically included in package pricing |
| Notarisation of affidavits and indemnity bond | As per local notary charges |
| End-to-end professional service fee | Approx. ₹8,000 – ₹25,000, depending on pending compliance and complexity |
Step-by-Step Process to Close an LLP Through Form 24
Check LLP Closure Eligibility
Confirm that the LLP has stopped business activity, has no outstanding assets or liabilities, and meets the applicable MCA conditions for strike-off.
Complete Pending Compliance
Review and complete applicable Form 8 and Form 11 filings, along with other outstanding statutory obligations up to the relevant period.
Prepare the Statement of Accounts
Obtain a CA-certified Statement of Accounts showing the LLP's financial position and prepare it within the prescribed period before filing Form 24.
Prepare Partner Declarations
Arrange the required affidavit, indemnity bond and partner declarations from the designated partners in the prescribed format.
File LLP Form 24
Submit Form 24 on the MCA portal along with the required supporting documents and applicable filing details.
Centralised MCA Processing
Eligible LLP strike-off applications are processed through C-PACE, the MCA's centralised mechanism for voluntary corporate and LLP exits.
Respond to MCA Queries
If C-PACE raises a query or requests additional information, provide the required clarification or documents within the specified time.
Public Notice and Objection Period
Once the application progresses, the required public notice process is followed, allowing the prescribed period for objections.
Final Strike-Off
If the application satisfies the applicable requirements and no valid objection prevents closure, the LLP's name is struck off from the register and the LLP is formally dissolved under the applicable provisions.
How Long Does LLP Closure Take?
The LLP closure timeline depends on the closure route, compliance status and MCA/C-PACE processing. A straightforward Form 24 strike-off application with complete documents and no pending issues may move faster, while applications involving compliance defaults, clarification queries, objections or other legal matters can take considerably longer. Therefore, it is better to provide an indicative timeline rather than guarantee a fixed number of days.
| LLP Closure Route | Indicative Timeline | What Can Affect the Timeline? |
|---|---|---|
| LLP Strike-Off – Form 24 | Approx. 2–4 months* | Pending Form 8/Form 11, document errors, MCA/C-PACE queries, objections and additional verification |
| Voluntary Winding Up / Liquidation | Usually 6 months or more* | Asset settlement, creditor claims, liquidator's work and completion of statutory requirements |
| Compulsory / Tribunal-Led Winding Up | No fixed timeline | NCLT proceedings, disputes, creditor claims and the complexity of the LLP's affairs |
Common Mistakes That Can Delay or Lead to Rejection of an LLP Form 24 Application
Before filing LLP Form 24, it is important to make sure the LLP's records, financial position and supporting documents are in order. Even a small compliance gap can result in an MCA/C-PACE query or delay the strike-off process.
- Pending Form 8 or Form 11 filings – Filing Form 24 without addressing applicable pending annual compliance for LLP returns can create compliance issues.
- Outdated Statement of Accounts – Submitting a Statement of Accounts that does not meet the current prescribed date and certification requirements can lead to a query.
- Bank account still active – The LLP's bank account should be properly closed where required, with valid evidence of closure.
- Incomplete partner consent – Missing consent, signatures or declarations from the required designated partners can make the application incomplete.
- Incorrect affidavits or indemnity documents – Errors in drafting, notarisation or mandatory declarations can result in additional clarification requests.
- Outstanding assets or liabilities – An LLP should not use the simple strike-off route while it still has unresolved assets, debts or creditor claims.
- Incorrect LLP details – Differences between the Form 24 application and MCA master data, such as partner details or LLP information, can trigger queries.
- Ignoring MCA/C-PACE queries – Failing to respond to a clarification or document request within the prescribed period can affect the application.
Before submitting Form 24, conduct a complete compliance check of the LLP. Ensuring that the financial records, statutory filings, bank account and supporting documents are properly aligned can help make the closure process smoother and reduce avoidable delays.
What Happens After the LLP Is Struck Off?
- The LLP ceases to exist as a legal entity from the date of the strike-off notice.
- PAN and TAN of the LLP become inactive and cannot be used for any further transactions.
- GST registration, PF, ESI, and any other statutory registrations linked to the LLP should be separately cancelled where still active.
- No further annual filing, ROC compliance, or income tax filing obligation remains for the entity.
- Designated partners can remain personally liable if undisclosed liabilities or fraudulent conduct surface after closure accuracy in the closure documents matters.
- Once struck off, an LLP generally cannot be revived or reopened under the same registration. Entrepreneurs looking to start fresh can consider LLP registration online for a new entity, or explore conversion of partnership firm into LLP if restructuring an existing partnership business.
Why Choose Kanakkupillai for LLP Closure?
Closing an LLP involves more than submitting Form 24. From checking eligibility and completing pending compliance to preparing documents and responding to MCA/C-PACE queries, each step needs to be handled carefully. Kanakkupillai provides end-to-end support to help you complete the LLP closure process with greater clarity and fewer avoidable delays.
- End-to-End Closure Support – Assistance with eligibility checks, documentation, Form 24 filing and follow-up queries.
- Experienced Compliance Team – Our team helps review pending LLP filings and ensures the required documents are prepared correctly.
- Support for Different Closure Routes – Guidance for LLP strike-off, voluntary winding up and other applicable closure procedures based on your LLP's circumstances.
- Transparent Pricing – Clear communication about professional charges and applicable government filing costs before you proceed.
- MCA/C-PACE Follow-Up – Support in tracking the application and responding to clarification requests when required.
- Trusted Business Compliance Partner – Kanakkupillai supports businesses across India with company registration, tax, GST, LLP compliance and business closure services.
Planning to close your LLP? Let our team review your LLP's current status and help you understand the most suitable closure route before you begin the filing process.
Frequently asked questions
The LLP must clear pending Form 8 and Form 11 returns, obtain a CA-certified Statement of Accounts, get affidavits and indemnity bonds notarised by all partners, and file Form 24 with the MCA. The application is now processed centrally through C-PACE. Once approved, a public notice is issued, and after 30 days with no objections, the LLP is struck off the register.
C-PACE (Centre for Processing Accelerated Corporate Exit) is the centralised authority the MCA set up to process voluntary strike-off applications. Since 27 August 2024, all LLP Form 24 filings are processed by C-PACE instead of the jurisdictional RoC, giving applicants a standardised process and real-time status tracking through the MCA21 portal.
Yes. If all partners consent, all liabilities are cleared, bank accounts are closed, and pending statutory returns are filed, an LLP can be voluntarily struck off using Form 24 without going through NCLT.
The MCA charges ₹50 per partner for filing Form 24, subject to a prescribed minimum. Total professional service costs, including CA certification, notarisation, and filing assistance, typically range from ₹8,000 to ₹25,000 depending on how many pending compliances need to be cleared first.
A clean application typically takes 30 to 90 working days. Filings that involve pending returns, RoC or C-PACE queries, or documentation gaps can take 3 to 6 months. Voluntary liquidation and NCLT-driven winding up usually take longer.
The LLP must file its Income Tax Return for the year in which operations ceased and clear any outstanding tax liability before applying for strike-off. A copy of the latest filed ITR is a mandatory document for Form 24.
No. Once an LLP is formally struck off the MCA register, it cannot be revived or reopened under that registration. If you plan to restart similar operations, you would need to incorporate a new entity.
Yes, for the strike-off route, written consent from every designated partner is mandatory. For voluntary liquidation, at least 75% of partners by value must approve the resolution.
GST registration is not automatically cancelled when the LLP is struck off. Partners must separately apply for GST registration cancellation, along with cancelling any PF, ESI, or other statutory registrations still active in the LLP's name.
It isn't legally mandatory, but LLP closure involves CA certification, notarised affidavits, and precise MCA filings errors in any of these are the most common reason applications get rejected or delayed by C-PACE. Professional assistance materially reduces that risk.
Strike-off (Form 24) is a fast-track administrative route for LLPs with no assets or liabilities and at least a year of inactivity. Winding up voluntary or compulsory is a more detailed legal process used when the LLP still has assets, liabilities, or is insolvent, and involves appointing a liquidator.
Generally no ongoing compliance liability remains after strike-off. However, if undisclosed debts or fraudulent misstatements surface later, designated partners can still be held personally liable despite the entity's closure.
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