FOR BUSINESS ENQUIRIES +91 9742 000 773 +91 9581 000 770 +91 9819 000 511
site logo
Winding Up LLP – Voluntary & Compulsory LLP Closure | NDS Avla

Winding Up of LLP – Voluntary Dissolution & Striking Off Under the LLP Act 2008

Complete Legal and MCA Filing Support for Closing, Dissolving, or Striking Off a Limited Liability Partnership in India

Closing an LLP is not as simple as stopping business operations and walking away. A Limited Liability Partnership registered under the LLP Act 2008 continues to exist as a legal entity — with ongoing compliance obligations and accumulating late fees — until it is formally dissolved by the Registrar of Companies or a Tribunal. Partners who assume a dormant LLP poses no risk often face rude surprises: years of Form 11 and Form 8 late fees, notices from the MCA, or even personal liability for the LLP's unresolved obligations.

There are three routes to closing an LLP in India: (1) Voluntary striking off via Form 24 — the fastest and most commonly used route for defunct LLPs with no liabilities; (2) Voluntary winding up under Sections 63–65 of the LLP Act — where the LLP has assets and liabilities to be settled; and (3) Compulsory winding up by the National Company Law Tribunal (NCLT) — typically initiated by creditors or the government for serious defaults.

Our LLP Winding Up Services

Form 24 Striking Off (Defunct LLP)

The simplest closure route — filing Form 24 with partner consent, declaration of no liabilities, and clearance of all pending annual filings. Suitable for LLPs with no assets, no liabilities, and no pending legal proceedings.

Voluntary Winding Up

For LLPs with assets and liabilities: partner resolution, appointment of liquidator, public notice, settlement of creditor claims, and filing with the ROC/Tribunal to obtain a formal dissolution order.

Pending Compliance Clearance

Filing all outstanding Form 11 and Form 8 returns (with late fees) to bring the LLP into good standing before a striking off application is submitted — a mandatory prerequisite for Form 24.

Liability Verification

Checking for pending income tax demands, GST dues, PF/ESI liabilities, bank loans, or third-party claims before proceeding — to ensure a clean striking off without post-dissolution personal liability risk to partners.

GST Cancellation

Applying for GST registration cancellation (Form REG-16) before or alongside the LLP striking off — ensuring no GST compliance obligations remain after the LLP is dissolved.

Post-Dissolution Certificates

Obtaining the final dissolution certificate from the ROC after striking off or winding up, and updating bank records, income tax records, and other registrations to reflect the LLP's closure.

Voluntary Striking Off via Form 24 – Eligibility Checklist

  • LLP has not commenced business since incorporation, OR has not been carrying on business for at least 1 year before the application
  • All annual returns (Form 11) and financial statements (Form 8) filed up to the date of closure
  • The LLP has no outstanding liabilities — no pending loans, dues, tax demands, or legal proceedings
  • Partners have passed a resolution to close the LLP and obtained consent from all partners
  • A declaration is made by all designated partners confirming no pending liabilities
  • GST registration (if any) has been cancelled or is in the process of cancellation
  • All bank accounts of the LLP are closed
⚠️ An LLP cannot be struck off if it has any pending litigation, outstanding tax demands, active bank accounts with balances, or unresolved creditor claims. The ROC conducts a public notice period of 30 days before striking off — during which any objecting party can file a response.

Frequently Asked Questions

How long does voluntary striking off (Form 24) take?
After Form 24 is submitted on the MCA21 portal with all supporting documents and partner consents, the ROC processes the application and issues a public notice for 30 days inviting objections. If no objections are received, the ROC strikes off the LLP's name and publishes the dissolution in the Official Gazette. The total process — from application to final striking off — typically takes 3–6 months, though processing times vary by ROC jurisdiction.
What if an LLP has pending Form 11 or Form 8 filings at the time of closure?
All pending annual filings must be completed before a striking off application is accepted. The MCA portal checks for outstanding compliance before processing Form 24. If Form 11 or Form 8 filings are overdue, they must be filed (with applicable late fees) to bring the LLP into compliance. Only once all outstanding filings are cleared can Form 24 be successfully submitted. Our team handles the entire back-filing before initiating the striking off process.
Can partners be held personally liable after an LLP is struck off?
Generally, an LLP's limited liability protection means partners are not personally liable for the LLP's debts beyond their contribution. However, if a striking off is subsequently found to be fraudulent (e.g. liabilities were concealed), or if the LLP is restored to the register by the Tribunal upon a creditor's application, the partners can face liability and prosecution. This is why a thorough liability verification is critical before proceeding with winding up or striking off.

Ready to Close Your LLP? We Handle It Start to Finish.

From clearing pending filings and verifying liabilities to filing Form 24 and obtaining the dissolution certificate — our team manages your entire LLP closure process with minimal disruption.

Start LLP Closure
Scroll to Top