LLP Form 24: applying to strike off a defunct LLP

Who can use Form 24?

Rule 37 allows the Registrar to strike off an LLP that is not carrying on business. An LLP can apply on its own using Form 24 if it has not carried on business for one year or more, or if it never started business after incorporation.

Strike-off is the simplest exit for a dormant LLP with no assets or liabilities. LLPs with assets, creditors or ongoing disputes usually need voluntary winding up instead, which is a longer process.

Strike-off versus winding up

Strike-off under Rule 37 is meant for LLPs that are dormant with no assets and liabilities. It is relatively quick and inexpensive. Voluntary winding up under the LLP (Winding up and Dissolution) Rules is the route for LLPs that still hold assets or owe money, and involves a liquidator and a longer timeline. Choose strike-off only if the LLP genuinely has nil balances. If assets remain, distributing them before strike-off and documenting the distribution is essential.

Pre-conditions before filing

Before applying, the LLP should close its bank accounts, surrender or cancel GST and other registrations, and settle all liabilities. The Registrar expects Form 8 and Form 11 to be filed up to the end of the financial year in which the LLP stopped business. If returns are pending, file them with any additional fee first.

The statement of accounts filed with Form 24 should show nil assets and liabilities, certified by a chartered accountant, and generally not older than 30 days from the filing date.

Documents needed

Documents must be signed by the designated partners and attached in the formats required on the MCA V3 portal. Affidavits and indemnity bonds are typically on stamp paper and notarised, depending on state practice.

• Statement of accounts showing nil assets and liabilities, certified by a CA
• Affidavit by designated partners that the LLP has no business and no liabilities
• Indemnity bond by designated partners
• Consent of all partners to the strike-off
• Copy of the latest income-tax return acknowledgement
• Bank account closure letter, where available

What happens after filing?

The Registrar examines the application and, if satisfied, publishes a notice of the proposed strike-off inviting objections. If no valid objection is received within the notice period, the Registrar strikes off the LLP's name and publishes a notice of dissolution.

Liability of partners for any act done before dissolution continues. A struck-off LLP can be restored by the Tribunal on application within the period allowed by law if it was wrongly struck off.

Common mistakes and consequences

Common mistakes include filing with pending annual returns, open bank accounts or an active GST registration, a statement of accounts that does not show nil balances, and missing partner consent. These usually lead to the form being returned.

Simply abandoning a dormant LLP is not a safe alternative. Annual filing obligations continue, and the additional fee for Form 8 and Form 11 keeps accruing without a cap beyond 360 days.

Step by step

1. 1Stop business and settle liabilities

   Pay creditors and recover dues so balances are nil.

2. 2Close registrations

   Cancel GST, close the bank account and surrender licences.

3. 3Clear pending filings

   File all due Form 8 and Form 11 returns, with additional fee if late.

4. 4Prepare documents

   Obtain CA-certified nil statement, affidavit, indemnity and partner consent.

5. 5File Form 24

   Submit on MCA V3 with the fee of ₹500 or ₹1,000.

6. 6Track the notice

   Watch for the Registrar's public notice and final strike-off order.