LLP closure and strike-off problems and how to fix them
Closing an LLP properly is cheaper than leaving it unfiled, but Form 24 is often sent back. Here are the problems partners face when closing an LLP, and when the Registrar strikes it off for them.
7 problems solvedFor LLP partners, CAs, CSs and accountantsLast reviewed: 5 October 2026
Form 24 (strike-off application) rejected or sent back
What you see
The Registrar returns the closure application with remarks.
Why it happens
Form 8 and Form 11 are pending for earlier years.
The statement of accounts does not show nil assets and liabilities, or the bank account is still open.
The consent of all partners, or the designated partners' affidavit, is missing or inconsistent.
How to fix it
File all pending annual returns and statements up to the year the LLP stopped business.
Close the bank account, settle all liabilities, and get a statement of accounts showing nil assets and nil liabilities, certified by a practising Chartered Accountant and made up to a date within 30 days before filing.
Attach consent of all partners and the required affidavits, then resubmit. Since 27 August 2024, Form 24 is processed centrally by the Centre for Processing Accelerated Corporate Exit (C-PACE).
Avoid it next time
Settle and close everything first, then file Form 24.
The LLP master data shows "Struck off", and the bank may have frozen the account.
Why it happens
The Registrar can strike off an LLP that has not carried on business for two years or more, after notice.
How to fix it
If you want the LLP back, apply to the National Company Law Tribunal (NCLT) for restoration. An appeal against the Registrar's order lies within three years of the order. The LLP, a partner or a creditor can also apply within five years of the strike-off. Be ready to file all pending returns.
If you do not need it, take advice on remaining liabilities, since partners' obligations can survive.
Avoid it next time
Respond to any Registrar notice, and keep filings current.
Law: Section 75, LLP Act 2008; Rule 37, LLP Rules 2009; Section 252, Companies Act 2013, as applied to LLPs by notification G.S.R. 110(E) dated 11 February 2022#
For partners
The LLP has debts: can we still just strike it off?
What you see
The LLP owes money to suppliers or a bank, and the partners want to close it.
Why it happens
Form 24 is meant for LLPs with no assets and no liabilities. An LLP with debts must pay them or be wound up.
How to fix it
Pay off or settle every liability, so that the certified statement of accounts shows nil assets and nil liabilities, before applying.
If the LLP is solvent and wants a formal closure, consider voluntary liquidation under the Insolvency and Bankruptcy Code.
Get professional advice on the partners' personal exposure.
Avoid it next time
Do not file Form 24 with hidden liabilities. The declaration is on oath.
Law: Rule 37, LLP Rules 2009; Section 59, Insolvency and Bankruptcy Code 2016LLP closure process →#
For partners
Closing the LLP but GST and income-tax registrations are still open
What you see
The LLP is being closed, but GST returns and notices keep coming.
Why it happens
GST and income-tax registrations continue until separately cancelled.
How to fix it
Apply for GST cancellation (REG-16), and file the final return GSTR-10 within three months of the date of cancellation or the date of the cancellation order, whichever is later.
File the final income-tax return, and surrender TAN if one exists.
Close the bank account last, after all payments clear.
Avoid it next time
Close tax registrations before or alongside Form 24.
The LLP is closed: do the partners still need DIR-3 KYC?
What you see
A former designated partner gets a reminder about DIR-3 KYC.
Why it happens
DIR-3 KYC applies to every person holding an approved DIN, whether or not they are currently a partner or director.
How to fix it
Keep filing DIR-3 KYC Web on the three-year cycle while you hold the DIN. Surrender is allowed only if the DIN was never used for any filing, which usually rules it out for a former designated partner.
Avoid it next time
Track the DIN even after the LLP closes.
Law: Rule 12A, Companies (Appointment and Qualification of Directors) Rules 2014DIR-3 KYC for partners →#
For partners
One partner refuses to sign the closure
What you see
The LLP has stopped business, but a partner will not consent to Form 24.
Why it happens
Voluntary strike-off needs the consent of all partners.
How to fix it
Check the LLP agreement for exit and dispute clauses, including arbitration.
Try a settlement on the partner's share.
If consent cannot be had, consider winding up through the Tribunal, or keep filing until the dispute is resolved.
Avoid it next time
Put clear exit and dissolution clauses in the LLP agreement.
Stuck on one of these right now? Send us the SRN, the notice or a screenshot of the error. We will tell you the fix and the deadline, and file it for you if you want.
