E10

Engagement

LLP Closure (Form 24) in Bengaluru

Last reviewed 26 October 2026

Closing a dormant LLP by striking its name off the register in Form 24.

In short

An LLP that has not carried on business for a year or more can apply to have its name struck off in Form 24, with the consent of all its partners. It must first file its overdue Form 8 and Form 11, close its bank account and show nil assets and nil liabilities. The government fee is ₹500 for a small LLP and ₹1,000 for any other LLP.

Overview

An LLP that has not been carrying on any business or operation for one year or more can apply to have its name struck off the register under section 75 of the Limited Liability Partnership Act, 2008 and rule 37(1)(b) of the LLP Rules, 2009. The application is made in Form 24 with the consent of all partners. Since 27 August 2024 it is processed by the Centre for Processing Accelerated Corporate Exit (C-PACE) rather than the Registrar in Bengaluru (Limited Liability Partnership (Amendment) Rules, 2024, G.S.R. 475(E) dated 5 August 2024). An LLP regulated under a special law also attaches its regulator's approval.

Before applying, the LLP files its overdue Form 8 and Form 11 up to the end of the financial year in which it stopped its revenue-generating business (rule 37(1A)). Form 24 then carries a statement of accounts showing nil assets and nil liabilities, certified by a Chartered Accountant in practice and made up to a date not earlier than 30 days before filing. It also carries an affidavit by the designated partners stating when business stopped, undertaking to meet any liability that may arise even after the strike-off, and confirming that the bank account is closed, with the bank's certificate of closure. Where the LLP did business, the acknowledgement of its latest income-tax return is attached.

C-PACE places the application on the MCA website for one month (rule 37(2)). If no cause to the contrary is shown, the name is struck off and a notice is published in the Official Gazette, on which the LLP stands dissolved (rule 37(3)). The liability of every designated partner continues and can be enforced as if the LLP had not been dissolved (rule 37(5)). An LLP that still has assets or liabilities cannot use Form 24. It is closed by voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016, in which the liquidator must be an insolvency professional; for that route the firm prepares the documents and works in association with an IBBI-registered insolvency professional.

Key Deliverables

  • Eligibility check under rule 37 and review of pending Form 8 and Form 11
  • Filing of overdue Form 8 and Form 11 up to the year business stopped, from the LLP's accounts
  • Partners' consent, and the designated partners' affidavit and indemnity
  • Coordination of the CA-certified statement of accounts and the bank closure certificate
  • Form 24 filing and responses to C-PACE queries
  • Tracking the application through to the Gazette notice of dissolution

Documents & E-Forms

  • Form 24
  • Form 8
  • Form 11
  • Rule 37
  • Sec. 75

When to Engage

Once the last dues have been collected and creditors paid, and before the bank account is closed, since the statement of accounts must be no more than 30 days old when Form 24 is filed and the bank's closure certificate goes with it.

Typical turnaround: Scoped in the engagement letter.

Related: Company Strike-off (STK-2)

Frequently Asked

About this engagement

₹500 for a small LLP and ₹1,000 for any other LLP, for Form 24, under Annexure A to the LLP Rules, 2009 as substituted from 1 April 2022 (G.S.R. 109(E) dated 11 February 2022). Overdue Form 8 and Form 11 carry their own additional fees.

Only up to the end of the financial year in which the LLP stopped carrying on its business (rule 37(1A)). Collecting dues from debtors or paying creditors after that date is not treated as carrying on business.

Yes, once it has not carried on business for a year or more. The affidavit then states that it never commenced business and either never opened a bank account or has closed it. If an LLP agreement was made but not filed, it is attached to Form 24.

Yes. Under rule 37(5), the liability of every designated partner continues and may be enforced as if the LLP had not been dissolved. This is why the designated partners' affidavit includes an undertaking to meet any liability that arises later.

Yes. Since 11 February 2022, section 252 of the Companies Act, 2013 applies to LLPs (G.S.R. 110(E)). A person aggrieved by the order can appeal to the NCLT within three years of it, and the LLP, a partner, a creditor or a workman can apply to the NCLT within five years of the Gazette notice.

Then Form 24 is not available, because it needs nil assets and nil liabilities. A solvent LLP is closed by voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016, with an insolvency professional as liquidator.
CallWhatsApp