Winding Up LLP
Close an LLP through the strike-off or winding-up process with the Registrar of Companies.
What's covered
- A Limited Liability Partnership that has stopped trading can be closed under the LLP Act 2008 by one of three routes: voluntary strike-off by filing Form 24 under Rule 37 of the LLP Rules 2009, formal winding up under the LLP (Winding Up and Dissolution) Rules 2012, or insolvency proceedings under the Insolvency and Bankruptcy Code 2016. For a solvent LLP that has simply ceased business, the Form 24 strike-off is the usual and quickest route.
- Strike-off under Form 24 is available only where the LLP has not carried on business for at least one year, has no assets and no liabilities, and has no proceedings pending against it. Before filing, the LLP must have brought its annual filings up to date, filed its income-tax returns, cancelled its GST registration and closed its bank accounts, so that it presents as a clean, dormant entity.
- Closing an LLP without striking it off is not an option: an LLP that simply stops filing continues to accrue an additional fee for each day its Form 8 and Form 11 are overdue, and its designated partners remain exposed to prosecution for the default. Voluntary strike-off ends that exposure cleanly, usually within about three to six months of filing Form 24.
- Where the LLP has assets or liabilities to settle, or is insolvent, the strike-off route is not available and the matter proceeds as a winding up before the Tribunal or under the Insolvency and Bankruptcy Code. We assess which route fits the LLP's position, settle the prerequisites, and file Form 24 with the supporting documents so the LLP is removed from the register.
How we work
- 01
Cease business and clear the prerequisites
Confirm that the LLP has ceased business for at least one year, settle and extinguish any remaining assets and liabilities, cancel the GST registration, file the pending income-tax returns and the LLP's Form 8 and Form 11 to date, and close the LLP's bank accounts.
- 02
Prepare the closing documents
Obtain a chartered-accountant-certified statement of accounts showing nil assets and liabilities, dated within 30 days of the application, together with the consent of all partners, an affidavit by the designated partners and an indemnity bond covering any future liability.
- 03
File Form 24 and the ROC public notice
File Form 24 with the Registrar signed with the designated partners' Digital Signature Certificates and the supporting documents. The Registrar publishes the proposal to strike off for a period of public objection, and on the expiry of that notice without objection passes the strike-off order removing the LLP from the register.
Documents required
- Chartered-accountant-certified statement of accounts showing nil assets and liabilities
- Consent of all partners to the strike-off application
- Affidavit by the designated partners confirming cessation of business and absence of liabilities
- Indemnity bond by the designated partners for any future liability of the LLP
- Bank-closure certificate and acknowledgements of the up-to-date Form 8, Form 11 and income-tax returns
- GST cancellation order and the LLP agreement with any supplementary agreements
Applicable laws & forms
- LLP Act 2008 — which governs the closure and dissolution of a Limited Liability Partnership
- LLP Rules 2009 — Rule 37, which provides for voluntary strike-off by filing Form 24 where the LLP has ceased business with nil assets and liabilities
- Insolvency and Bankruptcy Code 2016 — under which an insolvent LLP is wound up, as an alternative to the Form 24 strike-off route
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹500
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.