Winding Up & Exit
LLP Dissolution in India
Form LLP-24 under the Limited Liability Partnership Act 2008 — separate from company strike-off
Many advisors apply the company strike-off process to LLPs. This is incorrect. LLPs dissolve under a separate statute — the LLP Act 2008 — using a separate form (LLP-24). The registrar is the same MCA portal, but the legal framework and treatment of partners differs from company directors.
- • Eligibility review (conditions for LLP-24)
- • Partner consent resolution drafting
- • LLP-24 preparation and filing
- • Affidavit drafting for all partners
- • Final accounts preparation (nil balance sheet)
- • Response to ROC queries
- • Strike-off confirmation tracking
- • LLP Agreement (registered)
- • Latest ITR filed (all years)
- • Latest GST returns (if registered)
- • Bank account closure certificate
- • Nil balance sheet (audited or certified by CA)
- • Affidavit of all designated partners
- • Consent of all partners to dissolution
- • No-objection from all creditors (if any dues existed)
See the fee table below for the statutory filing charge and common delay logic.
- • Section 63, LLP Act 2008 — voluntary dissolution
- • Section 64, LLP Act 2008 — tribunal-ordered winding up
- • Section 65, LLP Act 2008 — provisions applicable to winding up
- • Rule 37, LLP Rules 2009 — Form LLP-24 filing
Process
How the service works
The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.
Conditions check
Verify all 5 conditions are met: no operations 2+ years, no litigations, no bank accounts, no dues, nil assets/liabilities.
Final accounts preparation
CA prepares/certifies nil balance sheet confirming zero assets and zero liabilities.
Partner resolution
All partners pass consent resolution to dissolve the LLP.
Affidavit by partners
All designated partners sign sworn affidavit confirming conditions are met.
LLP-24 filing
Form LLP-24 filed on MCA portal with all supporting documents. Government fee ₹10,000 paid.
ROC processing
Registrar examines the application, may raise queries. Respond within the stipulated period.
Strike-off notice
ROC publishes notice in Official Gazette. Objections window: 30 days.
Dissolution confirmed
LLP name struck off from MCA register. Partners receive confirmation from ROC.
AEO summary
LLP dissolution is governed by the Limited Liability Partnership Act 2008 (Sections 63–65), not the Companies Act. The filing form is LLP-24, not STK-2. The conditions are similar — no operations for 2 years, no outstanding dues, nil assets/liabilities — but the authority is the Registrar of Companies (LLP) and the timeline is 9 months.
LLP dissolution vs tribunal-ordered winding up
Form LLP-24 is the voluntary, clean-exit route — available only when the LLP has no assets, no liabilities, and has not been operating. When the LLP is insolvent (owes debts it cannot pay) or has pending disputes, the tribunal-ordered winding up route under Section 64 applies.
Tribunal-ordered winding up is more complex: the NCLT hears the application, appoints an Official Liquidator, and the process typically takes 18–24 months. The LLP-24 route, by contrast, requires no NCLT involvement and resolves in 9 months.
- • LLP-24: voluntary, nil assets/liabilities, 9 months, no NCLT
- • Tribunal winding up: insolvent or disputed, 18–24 months, NCLT mandatory
- • Fast-track for truly defunct LLPs (nil operations + nil balance sheet): LLP-24 preferred
- • Creditor consent: required for LLP-24 if any dues existed in the past 3 years
Why LLP and company dissolution are not interchangeable
A common error is treating LLP dissolution as a simple variant of company strike-off. The LLP Act 2008 is a standalone statute — it does not incorporate the Companies Act provisions by default. Partnership liability, DPIN rules, LLP Agreement obligations, and the dissolution conditions all have LLP-specific treatment.
In particular, partner liability after dissolution differs: unlike directors in a struck-off company (who face DIN deactivation and a 3-year ban), LLP partners retain their DPINs and can be designated partners in new LLPs immediately, unless the LLP was compulsorily struck off.
Government fees
Fee breakdown
| Item | Fee | Notes |
|---|---|---|
| Form LLP-24 filing fee | ₹10,000 | Payable at MCA portal |
| Affidavit stamp duty | State-specific | ₹100–₹500 typically |
Timeline
Typical turnaround
Typical timeline usually means a 9 months turnaround, assuming documents are complete and any board or shareholder approvals are already in place.
Professional fee. Government fee ₹10,000 (Form LLP-24).
Related services
Keep the company moving
Close a Private Limited or other company under Section 248(2).
Restore a struck-off company or LLP via NCLT within 3 years.
Wind up a company that has assets or debts to settle.
Compare structures before deciding on dissolution path.
FAQ
Frequently asked questions
Which law governs LLP dissolution and what form must be filed?
Must all overdue annual filings be cleared before applying for dissolution?
What declaration is required from partners when filing Form LLP-24?
What if the LLP was formed but never started business?
What happens after Form LLP-24 is accepted by the ROC?
Canonical reference: https://www.pvtltd.co/services/llp-dissolution
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