How to Close an LLP in India in 2026: Form 24 Strike-Off, Pending Form 8 and Form 11, Documents, Cost and Timeline
An LLP that has stopped business for a year can be closed by filing Form 24, after clearing pending Form 8 and Form 11 up to the year it stopped.
Two friends in Rajkot registered an LLP in 2021 for a food delivery idea that never took off. They stopped in early 2023, closed nothing, filed nothing and went back to their jobs. In 2026, a penalty notice from the Registrar reaches one of them, and the other finds that the bank will not process his business loan until the old LLP is sorted out.
A dormant LLP does not go away on its own. The good news is that closing one is cheaper and simpler than most people fear, and you do not have to file returns for every year it lay idle. Here is how it works in 2026.
In short: Under Rule 37 of the LLP Rules, 2009, an LLP that has not carried on business for one year or more can apply for strike-off in Form 24, with the consent of all partners, if it has no assets and no liabilities. Before applying, it must file its overdue Form 8 and Form 11, but only up to the financial year in which it stopped business. The application needs a statement of accounts showing nil assets and liabilities, certified by a chartered accountant and not more than 30 days old, along with affidavits and an indemnity from the designated partners. The government fee is Rs 500, the application is processed centrally by C-PACE, and the LLP is usually struck off in two to four months.
When can an LLP be struck off?
- It has not carried on any business for at least one year, or never started.
- It has no assets and no liabilities on the date of the statement of accounts.
- Its bank account is closed.
- All partners agree to the closure.
- There is no pending litigation, loan or charge.
An LLP that still has assets, creditors or disputes cannot use this route. It has to settle them first, or go through winding up before the Tribunal, which takes much longer.
What has to be cleared first?
- Pending Form 8 and Form 11, up to the end of the financial year in which the business stopped. Returns for the idle years after that are not required.
- Income tax returns for the years the LLP was in business.
- GST registration, if any, cancelled with the final return filed. Our guide to GST registration cancellation explains the steps.
- TDS returns and any outstanding demands.
- Creditors and partners: pay what is owed, and return the partners' capital.
- The bank account: close it and take a closure letter.
What do the pending filings cost now?
Much less than people expect. The old late fee of Rs 100 a day for each form was replaced in April 2022. The late fee is now a multiple of the normal filing fee, which rises with the delay to 15 times for a small LLP and 30 times for other LLPs, plus Rs 10 a day for a small LLP, or Rs 20 a day for others, once the delay crosses 360 days.
An example: the Rajkot LLP has a contribution of Rs 1 lakh and stopped business in 2022-23. Its Form 11 for that year was due on 30 May 2023 and its Form 8 on 30 October 2023. Filed in October 2026, the late fee is about Rs 9,400 for Form 11 and about Rs 7,800 for Form 8. Under the old rule it would have been more than Rs 2 lakh.
Two cautions. Every month of delay still adds about Rs 300 to each form. And the Registrar can separately levy a penalty of up to Rs 100 a day for not filing, capped at Rs 1 lakh for the LLP and Rs 50,000 for each designated partner, which is what the notices are about.
How does the closure work?
- Partners' consent: all partners agree and authorise a designated partner to apply.
- Clear the list above: dues, bank account, GST and pending returns.
- Statement of accounts: showing nil assets and nil liabilities, certified by a chartered accountant, made up to a date within 30 days before the application.
- Affidavits and indemnity: from the designated partners, stating when the business stopped, that there are no liabilities, and that they will meet any liability that turns up later.
- Form 24: filed with these documents, the latest income tax return and the partners' authority. The fee is Rs 500.
- Public notice: the application is examined by C-PACE and a notice is placed on the MCA website for a month, for objections.
- Strike-off: the name is removed from the register and the LLP stands dissolved. PAN and TAN are then surrendered.
What happens if you just leave it?
- The late fee on each pending form keeps growing.
- The Registrar can pass penalty orders against the LLP and each designated partner.
- The Registrar can strike off an inactive LLP on his own, but the penalties and any liabilities do not disappear with it.
- Banks and lenders notice a defaulting LLP against your name.
Even after a proper strike-off, the designated partners remain answerable for any liability of the LLP that is found later. That is why the statement of accounts and the indemnity must be accurate.
Closing a company instead? The process is different, and our guide to closing a private limited company covers it.
What we do for you
- Check whether your LLP qualifies for strike-off, and what it will cost in total
- File the pending Form 8 and Form 11 up to the year the business stopped
- File pending income tax and TDS returns, and cancel the GST registration
- Prepare and certify the statement of accounts
- Draft the affidavits, indemnity and partners' authority, and file Form 24
- Reply to penalty notices from the Registrar
Gadhia Associate has been in practice since 2007 and has handled work for over 7,000 clients across Saurashtra and Gujarat, with a 5.0 Google rating from more than 100 reviews. Partners of LLPs in Junagadh, Rajkot, Jamnagar, Morbi, Veraval and Porbandar come to our Junagadh office, where same-day appointments are available. MCA filings are online, so we also close LLPs registered anywhere in India. Fixed-fee plans are available.
Have an LLP that is no longer in use? Close it before the fees grow. Call +91 82005 28355 or message us on WhatsApp. The first consultation is free.
Frequently asked questions
How can I close an LLP in India?
By applying for strike-off in Form 24, if the LLP has not done business for a year or more and has no assets or liabilities. Otherwise, it has to be wound up.
Do I have to file all pending Form 8 and Form 11 before closing?
Only up to the end of the financial year in which the LLP stopped business. Returns for the later idle years are not needed.
What is the government fee for closing an LLP?
Rs 500 for Form 24, apart from the fees and late fees on any pending returns.
Is the late fee for LLP forms still Rs 100 a day?
No. Since April 2022, the late fee is a multiple of the normal fee, plus Rs 10 or Rs 20 a day beyond 360 days. A separate penalty of up to Rs 100 a day, with a cap, can be levied by the Registrar.
How long does it take to close an LLP?
Usually two to four months from filing Form 24, including the one-month public notice.
Are partners liable after the LLP is struck off?
Yes. Designated partners remain liable for any liability of the LLP discovered afterwards.
Position as of 3 October 2026. MCA forms, fees and procedures change from time to time. Take advice on your own LLP before you apply.
