Your LLP stopped trading a while ago; nobody has filed Form 8 or Form 11 since, and now you want to close it. Before you file for strike-off, it helps to know three things: what Rule 37 requires before Form 24, which later MCA annual returns that rule does not require, and what the income-tax and GST authorities may require under their own laws.
No, not all returns. If an LLP applies for strike-off through Form 24 under Rule 37 of the LLP Rules, 2009, it must first file overdue Form 8 and Form 11 up to the end of the financial year in which it stopped carrying on business or commercial operations. Form 8 and Form 11 for later years are not required for this Rule 37 condition. Income-tax, GST and TDS compliance are separate. Form 24 needs the prescribed latest ITR acknowledgement where applicable, and outstanding tax or GST liabilities are not wiped out just because the LLP is struck off.
Quick Summary
Before applying to close an LLP, partners should review and complete the LLP’s applicable statutory, tax and financial compliance so that pending obligations do not delay the closure process.
- Check and complete the LLP’s pending MCA filings and annual compliance before applying for closure.
- Review applicable income tax, GST and other statutory returns and settle outstanding tax liabilities where required.
- Ensure the LLP has settled outstanding debts, dues and liabilities before proceeding with closure.
- Maintain proper financial records and supporting documents to demonstrate the LLP’s financial position and compliance status.
- Addressing pending filings and obligations in advance can help make the LLP closure process smoother and reduce avoidable delays or penalties.
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Does an LLP Need to File All Returns Before Applying for Closure?
Yes. Before applying for LLP closure in India, an LLP generally needs to complete its applicable pending statutory filings and settle its outstanding compliance requirements. This may include filing overdue MCA forms, Statement of Account and Solvency, annual returns and applicable income tax returns, depending on the LLP’s circumstances. The LLP can then apply for closure by filing the prescribed form with the MCA, along with the required documents and declarations.
Businesses considering LLP registration should also understand the ongoing filing and compliance obligations before choosing an LLP structure.
Ways an LLP Can Exit or Be Dissolved
| Route | When it applies | Key form/law |
| 1. Voluntary strike-off | An eligible LLP that meets Rule 37: it has not carried on business or operations for one year or more (or since incorporation), and it has nil assets and nil liabilities | Form 24, Rule 37 |
| 2. Voluntary liquidation | An LLP that cannot properly use Form 24 because its affairs, assets or liabilities need a formal liquidation process | Section 59, IBC 2016, and the applicable IBBI regulations |
| 3. Registrar-initiated strike-off | The LLP has not carried on business or operations for two years or more, and the Registrar has reasonable cause to believe so | Rule 37 (Registrar’s own action) |
Most small LLPs that have stopped operating use Form 24. The rest of this guide covers that route.
Which Returns Must Be Filed Before Form 24?
MCA returns: Form 8 and Form 11 (the Rule 37 condition)
Rule 37(1A) requires the LLP to file overdue Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) up to the end of the financial year in which it ceased to carry on business or commercial operations, before filing Form 24. Form 8 and Form 11 for years after that are not required for this condition.
Example: an LLP stopped business in September 2023 (FY 2023-24) and last filed Form 8 and Form 11 for FY 2021-22.
| Financial year | Form 8 and Form 11 before Form 24? |
| FY 2022-23 | File |
| FY 2023-24 (year business ceased) | File |
| FY 2024-25 | Not required under Rule 37(1A) |
| FY 2025-26 | Not required under Rule 37(1A) |
Cost warning: additional fees on overdue Form 8 and Form 11 rise with each delay band and can reach many times the normal fee: up to 25× for small LLPs and 50× for others beyond 360 days, as per MCA’s current Form 11 instruction kit. For LLPs with several years pending, this is often the largest cost of closure, so budget for it first.
Income tax: separate from the Form 24 condition
Income-tax compliance is separate from the Rule 37 requirement. Form 24 needs the prescribed acknowledgement of the latest income-tax return where the LLP has filed one. The rule also covers an LLP that never carried on business and so never filed an ITR. The LLP should resolve any pending ITR, TDS and tax liabilities before closure, because strike-off does not erase outstanding tax liabilities. See income tax return filing.
GST registration and final return
If the LLP is registered under GST, deal with GST compliance separately. Where cancellation applies, the LLP can apply for cancellation in Form GST REG-16. After cancellation, the final return in GSTR-10 is generally due within three months of the effective date of cancellation or the date of the cancellation order, whichever is later (Section 45, CGST Act). GST compliance is separate from the Rule 37 requirement to clear Form 8 and Form 11 up to the cessation year. See GST return filing.
Conditions for Filing Form 24
- The LLP has not carried on any business or operation for one year or more, or since incorporation.
- It has nil assets and nil liabilities, shown in a statement of accounts certified by a Chartered Accountant, made up to a date not earlier than 30 days before the date of filing Form 24.
- Overdue Form 8 and Form 11 are filed up to the end of the financial year in which business ceased.
- Any LLP bank account has been closed, and the bank-closure evidence is kept, so the LLP can show nil assets and meet the Form 24 requirements.
- The application has the consent of all partners, given in the manner prescribed for Form 24.
Other MCA checks before Form 24: before filing, check that the LLP has no open or unsatisfied charges, no MCA forms pending approval or payment, no pending master-data correction requests, and no partner-dispute status. Also check that no relevant inspection, investigation or prosecution is pending in MCA records, and that the signing DSC is properly registered and associated. Portal validations can change, so check the current Form 24 instruction kit for the full list.
Documents Typically Required for Form 24
| Document | Signed/certified by |
| Statement of accounts showing nil assets and nil liabilities, made up to a date not earlier than 30 days before filing | Certified by a practising Chartered Accountant |
| Affidavit in the prescribed format (including the bank-account closure position, where an account existed) | Designated partners |
| Indemnity bond in the prescribed format | Designated partners |
| Acknowledgement of the latest income-tax return, where applicable | — |
| Consent of all partners to the strike-off application | Partners |
| Bank account closure letter or evidence, where an account existed | — |
Attachments on the MCA V3 portal change from time to time, so check the current Form 24 instruction kit before filing. For the V3 filing process, see LLP forms on the MCA V3 portal.
Step-by-Step Process: Applying for LLP Strike-Off
- Stop operations and settle affairs: pay creditors, recover dues, and close the bank account.
- Clear MCA arrears: file overdue Form 8 and Form 11 up to the financial year in which the business ceased.
- Review tax and GST compliance: identify pending ITR, TDS and GST obligations, settle what is due, and complete the cancellation and final-return steps for any registrations that are no longer needed.
- Run the MCA checks: confirm there are no open charges, pending forms, master-data corrections, partner-dispute flags or pending inspection/investigation/prosecution (see the box above).
- Prepare Form 24 attachments: the CA-certified nil statement, affidavit, indemnity bond, latest ITR acknowledgement where applicable, and consent of all partners.
- File Form 24 on MCA V3: sign it with a designated partner’s DSC, and complete the DSC-affixed PDF upload step the form requires.
- Processing: LLP Form 24 applications are processed through C-PACE (Centre for Processing Accelerated Corporate Exit) under the current MCA framework. A public notice is issued inviting objections before the name is struck off.
- Dissolution: Once the name is struck off and notified, the LLP stands dissolved. Keep the records and the strike-off order safe.
Processing time depends on C-PACE’s workload and on whether the filing is complete. Track your SRN status on the MCA portal rather than relying on a fixed number of days.
After closure: tax registrations and accounts. Once the final TDS statements are filed and no further deduction is due, the LLP can surrender its TAN. Keep income-tax and GST records for the retention periods those laws require.
Stuck with years of unfiled returns? We work out exactly which years need filing, calculate the additional fees, and handle Form 24 end to end. See LLP closure services or request a free callback.
What Happens If the Rule 37 Returns Are Not Filed?
- Form 24 may be rejected or sent back for resubmission if the statutory conditions, supporting documents or MCA filing validations are not met.
- Additional fees keep growing: each delay band carries a higher multiple of the normal fee for every overdue Form 8 and Form 11.
- Penalties: separately from fees, the LLP and its designated partners may be liable to statutory penalties for failure to file Form 8 (Section 34) and Form 11 (Section 35).
- Registrar strike-off: if an LLP has not carried on business or operations for two years or more, and the Registrar has reasonable cause to believe so, the Registrar may start strike-off proceedings. That does not wipe out the defaults.
- Designated partner compliance: keep DIN KYC and filings current. See DIR-3 KYC for designated partners
Liabilities After Strike-Off
Strike-off does not automatically extinguish liabilities or claims relating to the LLP. The LLP Act preserves the ability to enforce relevant liabilities and claims despite dissolution, subject to the statutory provisions on restoration and enforcement. Partners or designated partners may also remain exposed where the law, or the nature of a particular liability, makes them responsible. This is why the nil-liability statement and the indemnity bond matter, so settle everything before you file.
Common Mistakes That Delay LLP Strike-Off
| Mistake | Fix |
| Filing Form 24 with Form 8/11 pending for the cessation year or earlier | Clear overdue returns up to the year the business ceased, then file |
| CA statement made up to a date more than 30 days before filing | Get a fresh certified statement dated close to the filing date |
| Bank account still open with a small balance | Close the account and keep the closure evidence |
| An open charge or a pending MCA form | Satisfy the charge or clear the pending form before filing |
| Partner exit confused with closure | If only one partner is leaving, you don’t need to close the LLP. See cessation of a partner in an LLP |
Planning to Close Your LLP and Need Help with Compliance?
Get expert assistance with LLP closure, pending returns, Form 24 filing, documentation and MCA compliance requirements.
Frequently Asked Questions
1. Can I close an LLP without filing Form 8 and Form 11?
Not through Form 24. Under Rule 37, overdue Form 8 and Form 11 must be filed up to the end of the financial year in which the LLP stopped business. Later-year Form 8 and Form 11 are not required for this condition.
2. Do I need to file income-tax returns before closing an LLP?
Form 24 requires the prescribed acknowledgement of the latest income-tax return, where applicable. Income-tax filing and outstanding tax liabilities are separate from the MCA requirement to clear Form 8 and Form 11 up to the cessation year, so resolve any pending tax compliance separately.
3. How long must an LLP be inactive before applying for strike-off?
It must not have carried on business or operations for one year or more, or at all since incorporation.
4. Who processes LLP strike-off applications now?
LLP Form 24 applications are processed through the Centre for Processing Accelerated Corporate Exit (C-PACE) under the current MCA framework.
5. Can an LLP with assets or liabilities use Form 24?
No. Form 24 requires nil assets and nil liabilities. An LLP whose affairs, assets or liabilities need a formal process should consider voluntary liquidation under Section 59 of the IBC.
6. What can stop a Form 24 filing on the MCA portal?
Apart from the Rule 37 conditions, Form 24 can be blocked by open or unsatisfied charges, MCA forms pending approval or payment, pending master-data corrections, a partner-dispute flag, a pending inspection, investigation or prosecution in MCA records, or a DSC that is not properly associated.
7. Do partners remain liable after the LLP is struck off?
Strike-off does not automatically extinguish liabilities or claims relating to the LLP. These remain enforceable to the extent the LLP Act provides, and partners may stay exposed where the law or a particular liability makes them responsible.
8. What happens to GST registration when an LLP closes?
GST compliance is separate from MCA strike-off. If the LLP is no longer liable to stay registered, it should follow the GST cancellation process. After cancellation, GSTR-10 is generally due within three months of the effective cancellation date or the cancellation order, whichever is later.
