Limited Liability Partnerships are often set up quickly and then left dormant when a project ends or partners move on — but an LLP, like a company, continues to exist as a legal entity with ongoing filing obligations until it is formally closed. The two routes are striking off (the LLP equivalent of Fast Track Exit, via Form 24) and winding up (voluntary or by tribunal, for LLPs with assets or liabilities to settle).
Striking Off an LLP (Form 24)
This is the route for a genuinely defunct LLP — one that has not commenced business, or has stopped carrying on business, and has no assets or liabilities.
Eligibility conditions:
- The LLP has not commenced business or has ceased to carry on business for at least one year
- The LLP has no outstanding liabilities or has cleared them
- All partners have consented to the closure
- Bank accounts, if any, have been closed
- All statutory filings (Form 8 and Form 11 for the years the LLP was active) are up to date, or the LLP has never filed at all and never commenced business
Documents required for Form 24:
- Statement of assets and liabilities, certified by a chartered accountant, showing NIL or negligible figures, not older than the prescribed period
- An affidavit signed by all designated partners confirming the LLP has not carried on business, has no liabilities, and is not a party to any pending litigation
- Consent of all partners for closure
- Copy of the latest Income Tax Return acknowledgment, if any return was filed
- Indemnity bond, individually or jointly, indemnifying any liability that may arise post-closure
Getting the statement of accounts genuinely NIL is where most delays originate — even a small unresolved vendor payable or a dormant bank account with a residual balance keeps the LLP from qualifying, so this is worth treating as a proper internal audit and due diligence exercise before filing, not a quick self-certification.
Winding Up an LLP (When It Has Assets or Liabilities)
If the LLP holds assets, has creditors, or has ongoing contracts, the striking-off route isn't available, and the LLP needs to be wound up — voluntarily by the partners, or by the Tribunal if there's a dispute or the partners cannot agree.
Voluntary winding up broadly involves:
- A resolution by partners approving winding up, with at least three-fourths of partners consenting
- Appointment of a liquidator to realize assets and settle liabilities
- Settlement of creditor claims in order of priority
- Distribution of any surplus among partners as per the LLP agreement
- Filing of the final accounts and application for dissolution with the Registrar
Timelines
- Striking off (Form 24): typically 3 to 6 months, assuming the LLP's filings are current and the accounts are genuinely NIL.
- Winding up: can run 6 months to over a year, depending on the complexity of asset realization and creditor settlement.
Why Applications Get Rejected
- Pending Form 8 or Form 11 filings — the Registrar's system flags default status automatically, and Form 24 typically cannot be processed until these are regularized (regularizing them can itself take a few filing cycles).
- Bank accounts still active or showing a balance, even a nominal one — these need to be formally closed, not just left unused.
- Partner consent not obtained from all designated partners, including ones no longer actively involved in the LLP — a common gap when partners have drifted apart informally.
- Existing statutory dues — pending GST, TDS, or professional tax obligations. Clearing these upfront through your tax advisory and compliance advisor avoids a rejected filing months into the process.
An LLP that is truly dormant is usually a straightforward closure — but 'truly dormant' needs to be demonstrated with clean, current filings and a genuinely NIL statement of accounts, not assumed because no one has touched the entity in a while.
Perfect Accounting handles LLP closures end-to-end — regularizing pending filings, certifying the NIL statement of accounts, and managing the Form 24 or winding-up process to a clean exit.