How to Close an LLP Through Form 24: Conditions, Documents and Steps
Closing an LLP: stop business for a year or never start, clear liabilities, file pending Form 8 and 11, then file Form 24 with a partners' resolution.
Short answer
An LLP that has not carried on business for at least a year, or never started, can close by filing Form 24 with the registrar. First clear all liabilities, close the bank account, file pending Form 8, Form 11 and income tax returns, and cancel GST. Attach a CA-certified nil statement of accounts, partners' affidavits, an indemnity bond and the partners' resolution consenting to closure.
- Law
- Section 75 LLP Act, Rule 37 LLP Rules
- Form
- Form 24
- Eligibility
- No business for 1 year, or never started
- Accounts statement
- CA-certified, within 30 days
- Prerequisite
- All Form 8 and Form 11 filed
- Fee
- Prescribed fee (₹500 reported)
Who can file Form 24?
Rule 37 allows an LLP to apply for its name to be struck off if it has not been carrying on business for one year or more, or never commenced business after incorporation. It must have no assets or liabilities, no pending litigation, and up-to-date filings. If these conditions are not met, the LLP must go through winding up under the LLP Act and rules instead.
Documents to attach
The registrar relies heavily on partner declarations, so they must be complete, notarised where required and consistent with the accounts already filed in Form 8. Any mismatch prompts queries and delays.
- Statement of accounts showing nil assets and liabilities, certified by a practising CA and dated within 30 days
- Affidavit signed by all designated partners
- Indemnity bond signed by all designated partners
- Partners' resolution or consent approving strike off
- Proof of bank account closure
- Latest income tax return acknowledgement
- Copy of the LLP agreement
What must be filed before closure?
The LLP must file every pending annual return (Form 11) and statement of accounts and solvency (Form 8) up to the date it stopped business. Late filings attract additional fees of ₹100 per day per form, so a long-dormant LLP can face a significant bill. The LLP should also file its income tax returns, deposit any TDS, cancel GST registration and obtain a final GST closure, and surrender other registrations.
Process after filing
The registrar examines Form 24 and may seek clarifications. If satisfied, it issues a public notice inviting objections. After the notice period ends without valid objections, the registrar strikes off the name and publishes a notice in the Official Gazette, and the LLP stands dissolved. Partners remain liable for any liability that is later found, which is why the indemnity bond matters.
| Stage | What happens |
|---|---|
| Filing | Form 24 with attachments and fee |
| Scrutiny | Registrar may raise queries |
| Public notice | Objections invited |
| Strike off | Name removed, Gazette notice |
| After dissolution | Partners liable for undisclosed debts |
Can the registrar close an LLP on its own?
Yes. The registrar can strike off an LLP that has not filed Form 8 and Form 11 for consecutive years or appears to have stopped business, after issuing notice. Waiting for a suo moto strike off is risky, because designated partners of a defaulting LLP can face penalties and difficulty in later appointments. A voluntary Form 24 is the cleaner exit.
Timeline and costs
Closing a long-dormant LLP usually takes longer than closing a recently inactive one, because pending Form 8 and Form 11 filings must be cleared first. Budget for the Form 24 fee, the additional fees on late filings, notary charges and the CA certificate. Once the registrar issues the public notice, the remaining time depends on the objection period and Gazette publication.
Common mistakes
Filing Form 24 while Form 8 or Form 11 is pending, keeping a bank account open, or attaching a statement of accounts older than 30 days are the usual reasons for rejection. Another mistake is ignoring a GST registration that remains active, which keeps generating return obligations and late fees.
Step by step
- 1Stop operations
Partners agree to close and stop all business.
- 2Clear dues
Settle creditors, taxes and partner accounts.
- 3Close bank account
Obtain a closure certificate from the bank.
- 4Cancel GST
Apply in REG-16 and file the final return.
- 5File pending forms
File all Form 8, Form 11 and income tax returns.
- 6Prepare documents
Get the CA statement, affidavits, indemnity and resolution.
- 7File Form 24
Submit with the prescribed fee.
- 8Watch for notice
Respond to queries; wait for Gazette notice of strike off.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
How long must an LLP be inactive before closing?
At least one year without business, unless it never commenced business after incorporation.
Can an LLP with liabilities file Form 24?
No. All liabilities must be cleared. Otherwise, the LLP must be wound up.
Do I need to file pending Form 8 and Form 11 first?
Yes. Filings must be up to date, and late fees of ₹100 per day per form apply.
Are partners liable after strike off?
Yes, for liabilities that existed before dissolution and later come to light.