LLP Closure & Strike-Off in India
Official LLP Dissolution / Strike-Off Services – Compliant, Fast & Hassle-Free
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Overview of LLP Closure & Strike-Off in India
A Limited Liability Partnership (LLP) can be formally closed in India when it is no longer required, inactive, or not carrying on any business. Instead of maintaining ongoing compliance (like annual returns Form 11 and Statement of Accounts & Solvency Form 8), an LLP can apply to the Registrar of Companies (RoC) for its name to be struck off the register under Section 75 of the LLP Act, 2008 read with Rule 37 of the LLP Rules, 2009.
Taxhit Consultancy provides expert assistance with strike-off filings, documentation, and regulatory compliance to ensure your LLP is closed properly — without penalties or future obligations.
What Is LLP Strike-Off / Closure?
LLP strike-off is the formal process by which a Limited Liability Partnership’s name is removed from the MCA/ROC register when it has ceased operations and meets specific conditions. Once struck off and published in the Official Gazette, the LLP is dissolved and no longer exists as a legal entity.
There are two main ways an LLP can end:
Voluntary Strike-Off: Initiated by the LLP when it’s inactive or no longer required.
Compulsory Strike-Off: Initiated by RoC when an LLP fails to comply with statutory filings or is defunct.
Eligibility for LLP Strike-Off
An LLP may apply for voluntary strike-off if:
It has not carried on any business or operations for at least one year or more. All partners consent to the closure application. The LLP has no outstanding liabilities, dues, creditors or debts. All statutory filings (Form 8 & Form 11) are complete up to the latest year in which the LLP was active or ceased operations. All Bank accounts must be closed and financial records made up to date.
Note: Even if an LLP has never commenced business since incorporation, it can still apply for strike-off provided partners agree and no liabilities exist.
Benefits of Formal LLP Closure
✅ Eliminates ongoing ROC compliance & annual filing burden
✅ Avoids heavy penalties for non-filing of statutory returns
✅ Removes future regulatory & tax liabilities
✅ Frees designated partners from compliance threats
✅ Legal closure ensures no future notices from MCA/RoC
Closing an LLP properly is far better than leaving it dormant without filing because pending non-compliances can attract penalties, disqualifications and complications later
Why Choose Taxhit Consultancy?
Experienced CA & CS team with ROC expertise
End-to-end documentation & MCA filing support
Timely compliance reminders & follow-ups
Professional preparation of affidavits & indemnities
Detailed Step-by-Step Strike-Off / Closure Process
1. Cease Business Operations
Ensure the LLP has stopped all commercial activities and has no ongoing contracts or revenues.
2. Complete All Statutory Filings
File all pending returns such as: Form 8 — Statement of Accounts & Solvency Form 11 — Annual Return
Up to the financial year in which operations effectively ceased.
3. Close Bank Accounts & Clear Liabilities
All LLP bank accounts should be closed and liabilities settled. If regulated by any authority, obtain any required NOC/approval before application.
4. Partners’ Consent & Resolution
Hold a partners’ meeting and obtain written consent (and designated partner resolution) for strike-off.
5. Prepare Statement of Accounts
Prepare a Statement of Accounts showing nil assets & nil liabilities, certified by a Chartered Accountant, not older than 30 days from filing Form 24.
6. Affidavits & Indemnity Bonds
Designated partners must sign: Affidavit declaring no liabilities and business cessation Indemnity Bond agreeing to indemnify any liability that may arise after strike-off.
7. File Form 24 with ROC
Submit Form 24 — Application for strike-off of LLP with all attachments on the MCA portal using DSC of a designated partner.
Attachments usually include statement of accounts, affidavits, indemnity, LLP Agreement copy, partners’ consent & latest ITR acknowledgment (if business was operational).
8. ROC Review & Notice
After filing, RoC may:
Publish a notice for objections (usually 30 days),
Seek additional information if required.
If no adverse representation or objections are received, the RoC will proceed with the strike-off.
9. Publication in Official Gazette
Upon approval, the LLP’s name is struck off from the register and published in the Official Gazette, legally dissolving the LLP.
Post-Strike-Off Legal Implications
- Partnership dissolution: The LLP ceases to exist once published in the Official Gazette.
- Partner liability: Partners may still be personally liable for past obligations for up to one year after dissolution under Section 75 of the LLP Act.
- Name revival: Struck-off LLPs can potentially be restored via National Company Law Tribunal (NCLT) petitions if needed.
Documents Required
Core Documents:
LLP Agreement & amendments
Consent from all partners
Statement of Accounts (CA certified, nil assets/liabilities)
Affidavits & indemnity bonds by partners
Latest Income Tax Return acknowledgment (if applicable)
Bank account closure certificate / declaration if no account exists
Reasons to Choose Formal Strike-Off
Avoid Non-Compliance Penalties: Leaving an LLP active despite inactivity can lead to fines and disqualification.- Prevent Future Notices: Official closure stops ROC & MCA follow-ups.
- No Liquidator Required: Unlike winding-up, strike-off is simpler with no NCLT involvement when conditions fit.