LLP · Wind-down
We want to close the LLP — what's the process?
The short answer
An LLP that has been non-operational for a year or more can apply for strike-off in LLP Form 24 — after ceasing business, closing bank accounts, settling liabilities, and getting partner consent. The overdue-filings question is the trap: the ₹100/day meter on Forms 8 and 11 keeps running until strike-off is effective, so delaying the decision literally costs money per day.
What gets filed with MCA
Application to the Registrar for striking off the LLP's name
Rule 37, LLP Rules 2009
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
All partners' affidavits of nil liabilities and indemnity for future claims
Rule 37, LLP Rules 2009
CA-certified statement, not older than 30 days, showing nil assets and liabilities
Rule 37, LLP Rules 2009
Latest ITR acknowledgement (or declaration of no business since incorporation)
Rule 37, LLP Rules 2009
The sequence
- 1Cease operations for the qualifying period; close bank accounts
- 2Settle liabilities; obtain all partners' consent
- 3Prepare affidavits, indemnity, and the nil statement of accounts
- 4File LLP Form 24 and respond to the Registrar's notice cycle
Do it with us — or check it yourself first
Questions founders actually ask
Do overdue Forms 8/11 block Form 24?
Filings are generally expected up to the point the LLP ceased business. The practical playbook: establish the cessation date, clear filings to that date, and file Form 24 quickly — every extra month of indecision is ₹100/day/form.
Can an LLP that never started business close?
Yes — an LLP that never commenced business can apply, with a declaration to that effect replacing the operational-history evidence.
Is there a dormancy option like companies have?
The LLP Act has no dormant-status equivalent of section 455. The realistic choices are: keep filing the two annual forms, or strike off.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.