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IndianTaxPert — Simplifying Business Registration & Compliance in India | Company Incorporation • LLP Formation •
Closing an inactive or defunct LLP (Limited Liability Partnership) in India has never been easier. Whether it’s striking off or winding up, the procedure can be carried out efficiently under the LLP Act, 2008, with minimal hassle. At Indian Tax Expert, we guide you through the entire digital process, help draft documents, and file Form 24 with the ROC to ensure your LLP closure is smooth and compliant.
Register Your LLP Online in India – Expert Assistance
Striking off is the fastest and easiest method to close a defunct or inactive LLP. The process is online, affordable, and avoids cumbersome formalities. Our team checks your LLP’s eligibility under Rule 37 of the LLP Rules, 2009, prepares the required documents, and ensures your Form 24 is submitted correctly. We stay with you until the LLP is officially struck off by the ROC.
Legal Provisions for LLP Strike-Off
The MCA introduced strike-off to simplify closure of inactive LLPs. The ROC oversees the process without NCLT involvement. The provisions are detailed under Rule 37 of LLP Rules, 2009:
| Rule | Provision |
|---|---|
| 37(1)(a) | ROC can initiate strike-off if LLP hasn’t conducted business or filed Form 8/Form 11 for two consecutive years. |
| 37(1)(b) | Partners can apply via Form 24 if the LLP remains inactive for 12 months or more. |
Note: A “year” refers to any continuous 12-month period of inactivity.
Key Features of LLP Strike-Off
- Fully Online & Paperless
- Cost-Effective & Quick
- Applicable for Inactive LLPs
- Government Fee: ₹500–₹1,000
- Governed under LLP Act, 2008
Eligibility for Closing an LLP
- Inactive for the last 12 months
- Bank account closed
- No assets or liabilities
- Annual Returns filed
- No pending litigation
Striking Off vs Winding Up / Liquidation
| Striking Off | Winding Up / Liquidation |
|---|---|
| Simplest method for inactive LLPs. Partners dispose of assets, pay liabilities, and file Form 24. | Legal process via NCLT. Liquidator appointed to settle claims and distribute assets. More time-consuming & costly. |
| Suitable for inactive LLPs, no disputes, no assets/liabilities, dormant for 12 months. | Suitable for active LLPs, disputes among partners, ongoing liabilities, or business discontinuation. |
Step-by-Step Process to Strike Off LLP
Step 1 – Obtain Partners’ Consent
Unanimous consent of all partners is required. Conduct a meeting and authorize designated partners for documentation.
Step 2 – Surrender Registrations
Clear government dues, surrender GST, industry-specific licenses, and file the final returns.
Step 3 – Close Bank Account
Close LLP bank accounts and obtain closure certificates/statements for submission with Form 24.
Step 4 – Prepare CA-Certified Financial Statement
Ensure LLP has no assets or liabilities. Chartered Accountant must certify the financial statement (not older than 30 days from filing date).
Step 5 – Affidavits & Indemnity Bonds
Designated partners swear affidavits declaring inactivity and sign indemnity bonds for future liabilities. Stamp duty varies by state; notarization is required.
Step 6 – Filing Form 24
Submit Form 24 online on MCA portal with all attachments, digitally signed by a designated partner. Pay ROC fees for strike-off.
Step 7 – ROC Strike-Off
ROC publishes notice in the Official Gazette and on MCA website for 30 days. If no objections, the LLP status updates to “struck-off.”
Legal Provisions for Company Closure
Section 248 of the Companies Act, 2013 allows ROC to strike off a company under specific conditions.
Conditions for ROC Striking Off
- Company hasn’t commenced operations within 1 year of incorporation
- No business for 2 consecutive financial years, and not a dormant company
- Subscribers haven’t paid capital within 180 days of incorporation
- ROC verification shows no business activity
Minimum Requirements for Striking Off
- Identify the relevant clause under Section 248
- Obtain consent from at least 75% shareholders or pass special resolution
- Clear all government dues and liabilities
- Close company bank account and obtain closure statement
- Ensure company has no assets or liabilities
- Prepare CA-certified statement of accounts showing nil assets/liabilities
- No pending litigation or tax assessments
- Active DIN and DSC for all directors
Benefits of Striking Off a Company
- No Compliance Burden: Avoid mandatory filings for inactive companies
- No Penalties: Prevent penalties due to non-compliance
- Resource Optimization: Free resources for other ventures
- Option to Restore: Companies can be restored within 3 years of striking off
