Similar logic to company strike-off, different mechanics
An LLP that's stopped operating still has an ongoing obligation to file Form 11 and Form 8 every year — closure through Form 24 is what actually ends that obligation, rather than simply not filing and letting late fees accumulate indefinitely. The eligibility test mirrors a company's: no business activity for the preceding year, or never having commenced business at all, with nil assets and liabilities. Since 27 August 2024, LLP strike-off applications are also processed through C-PACE, the same centralised authority that took over company strike-offs the year before, bringing LLP closures under the same faster processing framework.
The government fee is considerably lower than a company's — ₹500 against a company's ₹10,000 — reflecting the generally lighter compliance framework LLPs operate under throughout their life, closure included.
Documents required
- A statement of accounts showing nil assets and liabilities, not older than 30 days from the date of application.
- A partner resolution approving the closure, and consent from all partners.
- All pending Form 11 and Form 8 filings, brought current up to the year the LLP ceased business.
- An indemnity or affidavit from the designated partners, as required by the specific application.
- Evidence that the LLP's bank account, if any, has been closed.
The LLP closure process, step by step
-
Clearing pending filings
All outstanding Form 11 and Form 8 filings are brought current — an application won't be accepted with pending annual filings outstanding.
-
Partner approval
Partners pass a resolution approving the closure and provide their consent.
-
Preparing the nil-balance statement
A statement of accounts showing nil assets and liabilities is prepared, dated within 30 days of the application.
-
Filing Form 24
The application is filed with C-PACE, along with the government fee and supporting documents.
-
Approval and closure
Once the application is processed and approved, the LLP's name is struck off the register, and it ceases to exist as a legal entity from that date.
Practical notes from our engagements
- Form 11/Form 8 backlog underestimated. As with a company, bringing several years of pending LLP filings current, along with their accumulated additional fees, is often the larger part of the closure process, not the Form 24 application itself.
- Nil-asset statement not genuinely reflecting the position. If the LLP actually holds any residual assets or liabilities, these need to be settled or distributed before the statement can validly show nil — this isn't a formality to work around.
- Partners assuming closure is automatic once the LLP stops trading. Without a formal Form 24 application, the LLP remains legally active and its annual filing obligations continue regardless of whether it's actually doing any business.
How we handle LLP closure
We clear any pending Form 11 or Form 8 backlog before applying, confirm the LLP's asset and liability position genuinely supports a nil-balance statement, and manage the Form 24 filing through to approval.
Related services
Frequently asked questions
What's the fee for closing an LLP through Form 24?
₹500, a considerably lower government fee than a company's strike-off, reflecting the generally lighter LLP compliance framework.
Do we need to file pending Form 11 and Form 8 before applying for closure?
Yes — all outstanding annual filings need to be brought current before a Form 24 application can be accepted.
What's the eligibility test for LLP closure?
No business activity for the preceding year, or never having commenced business at all, with nil assets and liabilities as of the application.
Is LLP closure processed the same way as company strike-off now?
Both now go through C-PACE, the same centralised authority — LLP applications were brought under it from 27 August 2024, following companies the year before.
What happens if the LLP still holds some assets or has outstanding liabilities?
These need to be settled or distributed first — the closure application requires a genuine nil-balance position, not a statement that doesn't reflect reality.
Does an LLP stop having filing obligations once it simply stops doing business?
No — without a formal Form 24 closure, the LLP remains legally active and continues to owe annual filings regardless of whether it's trading.