LLP Form 24 — Application for Striking Off Name of LLP
Eligibility | Pre-Conditions | C-PACE | Documents | Complete Closure Process

An inactive Limited Liability Partnership (LLP) that has stopped doing business is not automatically closed. It continues to exist as a legal entity — accumulating annual compliance obligations, penalties for missed filings, and potential liability exposure for its designated partners — until it is formally closed through the proper legal process. The fastest and most cost-effective route to closing a defunct LLP in India is the voluntary strike off via LLP Form 24 (Application for Striking Off Name of LLP), filed under Rule 37(1) of the LLP Rules 2009. If the LLP has not carried on any business or operation for one year or more and has no liabilities, all partners can collectively apply to have the LLP's name struck off the MCA register — legally dissolving the entity without court proceedings.

Since August 2024, the Centre for Processing Accelerated Corporate Exit (C-PACE) has been introduced as the primary processing authority for LLP Form 24 applications — a dedicated MCA mechanism designed to process strike-off applications faster than the traditional ROC route. C-PACE processes complete, correctly documented applications within 25 to 30 days — significantly faster than the historical 3 to 6 month ROC processing timeline. However, C-PACE also applies strict document completeness standards: incomplete applications are rejected without processing, making thorough preparation before filing critical. According to the Ministry of Corporate Affairs, an LLP that is inactive but has not formally applied for strike off remains liable for all annual compliance filings — Form 8, Form 11, ITR — until the name is actually struck off the register.

At N D Savla & Associates, we provide complete LLP Form 24 advisory — from eligibility assessment and clearance of overdue filings through document preparation, Statement of Accounts certification, and C-PACE portal submission. Our LLP compliance team has guided LLP partners across Mumbai and across India to close inactive LLPs efficiently, eliminating ongoing compliance costs and partner liability exposure. We also advise on the LLP Winding Up route where the LLP has liabilities or active operations that make Form 24 ineligible.

LLP Form 24 — Quick Reference Guide

The two main routes to formally closing an LLP in India — strike off via Form 24 and winding up — serve fundamentally different situations. Choosing the wrong route wastes time and money:

The eligibility criteria for LLP Form 24 are strict and mandatory. Every single condition must be satisfied before filing. The table below shows the conditions required and the factors that disqualify an LLP from the strike-off route:

Meeting the eligibility criteria is necessary but not sufficient. The following specific pre-conditions must be actively completed — in the correct order — before Form 24 is submitted:

• Stop all business activity and establish the Cessation Date: Identify the exact date from which the LLP ceased all revenue-generating business. This is not necessarily the date of the last transaction — minor administrative transactions (paying ROC fees, professional compliance costs) after cessation are acceptable, but any sale or service income after this date restarts the 1-year clock. Document the cessation date in the partners' resolution
• File all overdue Form 8 returns: Every Form 8 (Statement of Account and Solvency) from the LLP's inception to the date of cessation must be filed. If any Form 8 is pending, the C-PACE/ROC will reject Form 24. File all outstanding Form 8 returns — with applicable late fees — before proceeding
• File all overdue Form 11 returns: Every Form 11 (Annual Return) from inception to the cessation date must be filed. Form 11 for the partial year of cessation (from April 1 to the cessation date) must also be filed
• File all outstanding Income Tax Returns: All ITR-5 income tax returns up to the date of cessation must be filed. Tax returns cannot be waived or deferred — they are a mandatory pre-condition checked by C-PACE before processing Form 24
• Clear ALL liabilities: Pay off every outstanding liability — pending GST, TDS dues, supplier invoices, bank loans, employee dues, professional tax, and any government fine or penalty. Obtain written confirmation or No Dues certificates where possible. The Statement of Accounts filed with Form 24 must show NIL liabilities
• Close ALL bank accounts: Every bank account held by the LLP — including zero-balance or dormant accounts — must be formally closed with the bank. Obtain a Bank Closure Letter or Account Closure Certificate from each bank. These letters are mandatory attachments to Form 24 — an informal closure or mere inactivity is not sufficient
• Obtain NOC from regulatory body (if applicable): If the LLP is regulated under any special law — RBI (for NBFCs), IRDAI (for insurance), SEBI, etc. — a No Objection Certificate from that regulatory authority is required before Form 24 can be filed. This can add significant time to the pre-condition phase

The Centre for Processing Accelerated Corporate Exit (C-PACE) was introduced by the MCA via the LLP (Amendment) Rules, 2024 (effective August 5, 2024) as a dedicated processing authority for LLP Form 24 applications. C-PACE is designed to provide faster, more transparent, and more structured processing of LLP closure applications — addressing the historical problem of Form 24 applications sitting in ROC queues for 3 to 6 months or longer.

Key C-PACE facts:

• Faster processing: C-PACE targets 25 to 30 working days from complete application submission to striking off — a significant improvement over the previous ROC processing timeline
• Document completeness check: C-PACE conducts a strict upfront check of all submitted documents. Applications with missing or incorrect documents are rejected at intake — requiring resubmission. This makes pre-filing preparation more important than ever
• Parallel authority: C-PACE handles Form 24 alongside the ROC — LLPs can file through either channel. C-PACE is specifically designed for the accelerated exit route and is generally preferred for speed
• Public notice: After accepting the Form 24 application, C-PACE/ROC publishes a notice on the MCA website announcing the intended strike-off and inviting objections from any interested party within 30 days
• Certificate of Striking Off: If no valid objections are received within 30 days of the public notice, the Registrar formally strikes off the LLP's name and issues a Certificate of Striking Off — the legal documentation of the LLP's dissolution

• 2008 — LLP Act enacted: Section 63 of the LLP Act 2008 gave the ROC the power to strike off LLP names suo moto — but there was no formal mechanism for the LLP to voluntarily apply for its own closure. Inactive LLPs had no clean exit option other than the full winding-up process
• 2017 — Form 24 introduced: The LLP (Amendment) Rules, 2017 introduced LLP Form 24 — the first voluntary strike-off mechanism for LLPs. This was modelled on the STK-2 (Fast Track Exit) scheme for companies. Form 24 allowed defunct LLPs with nil liabilities and inactive for 1+ years to apply for administrative closure without winding up
• 2017-2023 — Slow ROC processing: While Form 24 was legally available, ROC processing of strike-off applications was slow — often 3 to 6 months or longer in busy ROC offices like Mumbai. Many LLP partners found the wait discouraging and continued to leave inactive LLPs on the register
• 2024 — C-PACE introduced for LLPs: The LLP (Amendment) Rules, 2024 introduced C-PACE as a dedicated processing authority for LLP Form 24 applications — targeting 25 to 30 days processing time. This was a game-changer for inactive LLP owners seeking a fast, clean exit
• CCFS 2026 context: The Companies Compliance Facilitation Scheme 2026 (if applicable to LLPs) provides an opportunity for LLPs with accumulated penalty-laden overdue filings to regularise at reduced fees — enabling them to then qualify for Form 24 filing
• Present: The combination of Form 24 and C-PACE makes voluntary LLP closure significantly more accessible and faster than the historical winding-up route. An inactive LLP that meets all pre-conditions can realistically be struck off within 60 to 90 days of starting the process

C-PACE applies strict document completeness checks at the time of Form 24 filing. Incomplete submissions are rejected without processing. Prepare every document before initiating the online filing:

Mandatory Documents for Form 24

• Statement of Accounts: Certified by a Chartered Accountant or Company Secretary — not older than 30 days from the date of Form 24 filing. Must show NIL liabilities and NIL assets (or only partner contribution amounts remaining). The Statement of Accounts must be prepared as at a date within 30 days of filing — a document prepared 31+ days before filing will be rejected
• Affidavit by Designated Partners: An affidavit signed by each designated partner (on non-judicial stamp paper of appropriate value) confirming: (a) the LLP is defunct and has not carried on business for 1+ years, (b) no pending liabilities, (c) no pending proceedings, and (d) all information in the Form 24 is true and correct
• Indemnity Bond by Designated Partners: A joint indemnity bond signed by all designated partners (on non-judicial stamp paper) indemnifying the Registrar and the government against any future liabilities arising from the LLP. Partners personally undertake to discharge any outstanding liability that may surface after striking off
• Bank Account Closure Letters: Formal bank closure certificates or account closure confirmation letters from each bank where the LLP held an account. The letter must confirm the account is fully closed with a nil balance. Mobile banking screenshots or informal closures are not acceptable — formal bank-issued closure letters are required
• Partner Consent Resolution: Minutes of the partners' meeting or written consent letters from all partners (not just designated partners) approving the application for striking off. Every partner — including silent partners, dormant partners, or body corporate partners — must provide written consent
• Copy of Filed Form 8 and Form 11 Returns: Acknowledgement receipts or SRNs of the last filed Form 8 and Form 11 — confirming all annual returns are up to date up to the cessation date. Include returns for every year since the LLP was formed
• Latest Income Tax Return Acknowledgement: Copy of the filed ITR-5 acknowledgement for the last income tax return filed — confirming tax compliance up to the cessation date
• NOC from Regulatory Body (if applicable): For LLPs regulated by RBI, SEBI, IRDAI, or any other statutory authority, a formal No Objection Certificate from that authority is a mandatory attachment. This cannot be waived even if the LLP was only technically registered with the regulator and never operated

Once the LLP name is struck off the register and the Certificate of Striking Off is issued, the LLP ceases to exist as a legal entity. However, the closure has several downstream legal consequences that partners must be aware of:

• LLP ceases to exist: From the date on the Certificate of Striking Off, the LLP is legally dissolved. It can no longer enter into contracts, hold property, file returns, or take any legal action
• Partners' liability does not end automatically: The indemnity bond signed by the designated partners continues to create personal liability for any debt or liability that surfaces after striking off — even if the LLP itself no longer exists. Partners can be pursued personally for pre-closure debts
• No more compliance filings: Once struck off, no further Form 8, Form 11, or ITR-5 filings are required. The LLP is removed from all MCA databases and ceases to appear in public search results
• LLPIN deactivated: The LLP's LLPIN is deactivated and cannot be reused
• Partners' DPINs remain active: The DPINs of the designated partners remain valid — they can continue to serve as directors or designated partners in other entities
• Assets already distributed: Since Form 24 requires nil assets, there should be no remaining assets. But any assets discovered after striking off vest in the Central Government
• Restoration: Unlike companies (where restoration is possible for up to 20 years under Section 252 of Companies Act), the LLP Act does not have an equivalent restoration provision. However, the ROC has the power to restore the name if it was struck off erroneously — this is a narrow exception, not a general right of restoration

Many LLP partners assume that an inactive LLP can simply be "abandoned" — stopped without formal closure. This is a costly mistake:

• Ongoing annual compliance liability: Until the LLP is formally struck off, it must file Form 8 and Form 11 every year. Missed filings attract ₹100 per day per form — with no upper limit. An LLP left inactive for 5 years without being formally closed can accumulate ₹3,65,000 or more in late fees on Form 8 and Form 11 alone, before any judicial penalty
• Income Tax Returns mandatory: ITR-5 must be filed for every year the LLP exists — even with nil income. Late ITR filing attracts penalties under the Income Tax Act including interest and potential prosecution
• Director Disqualification Risk: Designated partners of LLPs with 2+ years of non-filing can have their DPINs deactivated — blocking them from serving as directors or designated partners in any other company or LLP until rectified
• ROC suo moto strike off: Under Section 63, the ROC can strike off an LLP that has not carried on business for 2+ years on its own initiative — without the LLP's consent. A suo moto strike-off may be procedurally different and could occur without the LLP being fully prepared
• Acting early — filing Form 24 as soon as the LLP qualifies (after 1 year of inactivity) — is always better than waiting and accumulating further penalties

LLP Inactive for 1 Year — Straightforward Voluntary Strike Off

This is the ideal Form 24 scenario: an LLP that stopped business exactly 1 year ago, has no liabilities, has closed its bank account, and has filed all compliance returns. The process is cleanest when:

• Business cessation happened on a clear, documented date
• All Form 8 and Form 11 returns are current — no overdue filings
• A single bank account is closed with a formal closure letter
• No GST, TDS, or income tax dues outstanding
• Both designated partners' DPINs are active
• C-PACE processing: complete documentation filed once → approval within 25-30 days → Certificate of Striking Off

LLP with Overdue Filings — CCFS 2026 First, Then Form 24

The most common Form 24 barrier is overdue annual filings. An LLP with 3 or more years of unfiled Form 8 and Form 11 cannot directly apply for strike-off. The two-step solution:

• Step 1: Companies Compliance Facilitation Scheme 2026 — use the CCFS scheme (if applicable to LLP filings) to regularise all overdue Form 8 and Form 11 returns at reduced additional fees. This can dramatically reduce the total penalty bill
• Step 2: Once all returns are regularised, the LLP qualifies for Form 24 filing — proceed with the standard strike-off process
• N D Savla & Associates calculates the total penalty exposure for both routes (CCFS + Form 24 vs. simply abandoning) and advises partners on the optimal strategy

LLP with Active Partners Who Want a Quick Exit — Consent Process

When partners in an LLP want a quick exit, the consent process is often the bottleneck — particularly when one partner is overseas or in dispute. Key points:

• ALL partners must consent — even a silent partner or one who contributed a nominal amount. There is no provision for majority-based strike-off application under Form 24
• For overseas partners: consent can be given via a duly apostilled and notarized affidavit in the country of residence
• If any partner refuses consent, Form 24 is not available — the LLP may need to either wait for the dispute to resolve or pursue the formal winding-up route through the appropriate legal channel

Regulated LLP — NBFC, Financial Services, or Special-Law Entity

An LLP regulated under a special law — most commonly an NBFC LLP regulated by the RBI — faces an additional pre-condition before Form 24 can be filed: obtaining a No Objection Certificate (NOC) from the regulatory authority. This can significantly extend the Form 24 timeline:

• RBI NOC for NBFC LLPs: Apply to RBI for surrender of NBFC registration and NOC for strike-off. RBI processing time varies
• SEBI registration surrender (if applicable): Complete all SEBI-related exit procedures and obtain NOC
• All regulatory returns must be filed to the regulatory authority up to the surrender/NOC date, in addition to MCA Form 8, Form 11, and ITR-5
• Without the regulatory NOC, C-PACE will reject the Form 24 application — even if all MCA-side pre-conditions are met