How to Close an LLP in India — Form 24 Strike Off
An LLP that has stopped trading does not close itself. Until it is struck off it keeps accruing Form 8 and Form 11 obligations, and the late fees on those run daily with no ceiling. The route out is Form 24, under Rule 37 of the LLP Rules, 2009.
Can your LLP apply yet?
Rule 37(1)(b) lets an LLP apply in Form 24 when it has not carried on any business or operation for one year or more, and all partners consent.
Two points people get wrong:
- The one year runs from the date the LLP ceased to carry on business — not from incorporation, and not from the last financial year end. Form 24 asks you to state that date, so fix it before you start.
- A separate power exists under Rule 37(1)(a): the Registrar can strike an LLP off on its own motion after two years of non-operation. Waiting for that is not a strategy — it leaves the designated partners exposed to the unfiled returns in the meantime.
The trap that stops most applications
Rule 37(1A) requires that before you file Form 24, the LLP must file its overdue Form 8 and Form 11 up to the end of the financial year in which it ceased to carry on business.
So you cannot skip the backlog by closing. You can stop at the year business ceased rather than filing right up to today — which is the part worth knowing, because it is often several years less work than people assume. Our Form 8 late fee calculator will tell you what the catch-up costs.
What Form 24 must carry
The attachments named in the form itself:
| Attachment | Notes |
|---|---|
| Copy of authority to make the application | Signed by all partners, not only the designated partners |
| Statement of Accounts showing nil assets and nil liabilities | Certified by a Chartered Accountant in practice, made up to a date not earlier than thirty days before the date of filing |
| Affidavit signed by the designated partners | Format below |
| Copy of acknowledgment of the latest Income-tax Return | Where a return has been filed |
A point worth knowing: the form's own attachment list does not name an indemnity bond, though nearly every guide online says it is mandatory. In practice most filings include one and some Registrars expect it, so the format is below — but if you are told it is a statutory attachment under Rule 37, it is not.
Affidavit format — strike off of an LLP
One from each designated partner, or a joint affidavit, on stamp paper of the value your state requires, sworn before a Notary Public.
AFFIDAVIT
I, [Full name], son/daughter of [Father's name], aged [__] years, residing at [Full address], designated partner of [Name of the LLP] LLP (LLPIN [________]), having its registered office at [Address], do hereby solemnly affirm and declare as follows:
1. That I am a designated partner of the said LLP and am competent to swear this affidavit.
2. That the said LLP ceased to carry on any business or commercial activity with effect from [Date], and has not carried on any business or operation since that date.
3. That the said LLP has no assets and no liabilities as on the date of this affidavit.
4. That the said LLP has no outstanding dues towards income tax, goods and services tax, provident fund, employees' state insurance, or any other statutory authority, and no dues towards any bank, financial institution or creditor.
5. That there is no prosecution, litigation, inquiry, inspection or investigation pending against the said LLP or its partners in relation to the said LLP, before any court, tribunal or authority.
6. That all bank accounts opened in the name of the said LLP have been closed, and a closure confirmation has been obtained.
7. That the application for striking off the name of the said LLP is being made with the consent of all the partners.
8. That I undertake to indemnify any person for any loss that may arise pursuant to the striking off of the name of the said LLP, and to settle all lawful claims arising in future from any person, even after the name of the LLP is struck off.
DEPONENT
VERIFICATION
Verified at [Place] on this [Day] day of [Month], [Year] that the contents of the above affidavit are true and correct to the best of my knowledge and belief, and that nothing material has been concealed therefrom.
DEPONENT
Indemnity bond format — strike off of an LLP
Executed jointly and severally by all the designated partners, on stamp paper, and notarised.
INDEMNITY BOND
We, the undersigned designated partners of [Name of the LLP] LLP (LLPIN [________]), having its registered office at [Address], do hereby jointly and severally undertake and declare as follows:
1. That we have made an application in Form 24 to the Registrar for striking off the name of the said LLP from the register.
2. That the said LLP has no assets and no liabilities as on the date of this bond.
3. That we jointly and severally undertake to pay and settle all lawful claims arising in future from any person against the said LLP, and to indemnify any person for any loss that may arise pursuant to the striking off of the name of the LLP.
4. That this undertaking shall remain in force even after the name of the LLP has been struck off, and notwithstanding its dissolution.
| Designated partner | DPIN | Signature |
|---|---|---|
| [Name] | [______] | |
| [Name] | [______] |
Witnesses: 1. [Name and address] 2. [Name and address]
Read clause 3 before you sign it. The liability is joint and several and it survives dissolution — if a creditor appears two years later with a valid claim, the partners who signed are personally answerable for it. That is the whole point of the document, and it is why a strike-off should not be used to walk away from a liability you know about.
What happens after you file
Where the application is made under Rule 37(1)(b), the Registrar sends a notice to the LLP and all its partners giving one month from the date of the notice to make representations. The application is also published so that anyone affected can object. If nothing comes back, the name is struck off and the LLP stands dissolved.
Why applications get rejected
- Form 8 and Form 11 not brought up to date to the end of the year business ceased. This is the most common one, and Rule 37(1A) makes it a precondition, not a formality.
- The statement of account is stale. It must be dated within thirty days of filing — prepare it last, not first.
- It is not certified by a CA in practice. A self-prepared statement will not do.
- Not every partner has signed the authority. All partners, including non-designated ones.
- Bank account still open. Close it and keep the confirmation.
- The cessation date does not match the date implied by the last returns filed.
Related formats
- Partners resolution for strike off
- LLP agreement format
- NOC format for registered office
- Form 8 late fee calculator — what the backlog will cost
- LLP problems and solutions
These formats are a starting point. If the LLP has assets to distribute, a dispute between partners, or any liability that is not fully settled, strike-off is the wrong route and the affidavit above would not be true — take advice before filing.
Starting a new LLP? We handle LLP registration in Ahmedabad and LLP registration anywhere in Gujarat, fully online on the MCA portal. Start with the documents required for LLP registration.