Winding up, closure, or strike-off of your LLP (Limited Liability Partnership) quickly by applying to ROC in Form 24. We help you understand the process, draft documents, and then prepare and file the LLP Form 24 to close or strike off the Inactive or defunct LLP In India.
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Striking-off is the fast-track exit method for a defunct or inactive LLP. The procedure is relatively quick, easy, and affordable with the end-to-end services of Setindiabiz. Our services begin with identifying your LLP’s eligibility to get struck off according to the provisions of the LLP Act of 2008. Once we know your LLP’s eligibility, we will assist you in applying strike-off to the ROC. Our experts stay with you until your LLP is finally struck off and provide you with any guidance you need. Our services are of the highest quality and rendered by a robust team of qualified, skilled, and experienced professionals.
Easy & Online MethodMost Cost-Effective MethodApplicable to Inactive LLPGovernment Fee: ₹500 to ₹1000As per LLP Act, 2008Striking-off is a fast-track method introduced by the MCA to close up an LLP. The process is quite simple and carried out by the Registrar of Companies. No involvement of the NCLT is required. However, the eligibility or applicability of an LLP to get struck off is determined by the provisions mentioned in Rule 37 of the LLP Rules, 2009. So, let us discuss these provisions in detail.
| Rule | Legal Provisions |
|---|---|
| Rule Legal Provisions 37 (1) (a) | For ROC Suo Motu Closure of LLP.If an LLP has not carried out any business transaction for the past two years or more or has not filed the annual returns of the LLP in Form 11 and Form 8, the Registrar of Companies (ROC) can take suo motu action for striking off the LLP. |
| 37 (1) (b) | Application by Partners of the LLP for ClosureThe partners of the LLP can apply for the LLP Striking Off in case the LLP has not carried out any business for the past year or more. The application to close the LLP by partners is filed in Form 24 to the ROC. |
In the context of LLP striking off, the term “year” refers to a continuous period of 12 months; it is neither a full calendar year nor a financial year. In order to become eligible for LLP Striking Off, the LLP must remain inactive for a continuous period of twelve months; in other words, the LLP must not have conducted any business during such period of inactivity.
You may come across words such as striking off the inactive LLP, which is also the focus of this page, where we are discussing in detail the process and documents needed to strike off the LLP from the Register of the LLP maintained by the Registrar of Companies. Striking off is the easiest method to close an inactive or defunct LLP by applying to ROC (Form 24). The following table summarises the critical difference between a Striking Off, The Winding Up and the liquidation of an LLP.
Inactive LLPNo business for the past 12 monthsNo dispute among partnersNo assets or liabilitiesSuitabilityActive LLPPartners DisputeDiscontinuation of BusinessAssets or liabilitiesThe process to strike off an LLP is entirely digital and paperless, and no physical document is submitted to the ROC. The initial preparation involves the preparation of the documents to be filed as attachments with Form-24 of the LLP. The required documents include the designated partner ID and address proof; they are also required to swear an affidavit for the correctness of filing and an indemnity bond to pay any future dues after the LLP is struck off. The following are the steps to take to strike off an inactive LLP in India.
The first step in closing the LLP by striking off is to obtain the unanimous consent of all partners. This means that every partner must agree to the closure of the LLP. For this purpose, the standard practice is to call a meeting of all the partners of the LLP, and in the meeting, a decision to close the LLP should be made. The LLP should also authorise one or more designated partners to do the documentation for the LLP Striking off.
The partner’s affidavit and the indemnity bond expressly declare that the LLP has no assets or liabilities. In order to make the above declaration, it is imperative to pay all the government dues and surrender the registrations or licences obtained by the LLP. These include GST registration and filing of the Final GST-10 Return. In case there are other industry-specific licences, like FSSAI, drug licences, etc., in the name of the LLP, these should be surrendered before filing the striking-off application for the LLP.
If the LLP has opened/operated a bank account, then the same needs to be closed. Obtain a closure certificate and the Bank Statement from the date of its opening up to the date of closure. The closure letter is filed as a mandatory attachment with application form 24 to strike off the LLP.
Obtain a CA-certified statement of account certifying that the LLP has no assets or liabilities. For this purpose, we advise you to recheck your books of account. If there are any assets or liabilities, first settle them and make your LLP ready for the strike-off. The next step would be to engage a practising chartered accountant to check and certify the account statement. Please note that the financial statement should not be older than 30 days from the date of filing Form 24 for striking off the LLP.
All partners will have to swear affidavits declaring the inactivity of the LLP for the period mentioned, that everything that is being filed in the striking-off application is correct, and that all the information furnished is accurate. The designated partners (DP) are also required to give an indemnity bond that they will continue to remain personally liable for any future claim or dues once the LLP is struck off/closed. The affidavit and the indemnity bond executed by the designated partners need to be accompanied by the appropriate stamp paper value, which varies from state to state. Further, the affidavit and indemnity bond must also be notorised.
Finally, after all the prerequisites are fulfilled, you can proceed with preparing e-form 24. Attach/upload the scanned copies of all the necessary attachments. Form 24 is filed online on the mca portal (www.mca.gov.in) after its digital authentication using the digital signature of any of the LLP designated partners. Pay the prescribed ROC fee for striking off the LLP.
Upon receiving the application, the ROC examines it thoroughly for any discrepancies. If the application and attached documents are found to be in order, the ROC will publish a notice of its intention to strike off the LLP in the Official Gazette and on the MCA website, ensuring complete transparency. This notice typically remains open for a period of around 30 days, during which the general public can raise objections. If no valid objections are received within the stipulated time, the ROC will proceed to strike off the LLP, and its status on the MCA website will subsequently be updated to “struck-off” after due verification.
Copies of consent from all partners and creditorsAffidavits from all designated partnersIndemnity Bonds from all partnersStatement of Accounts duly certified by a practising Chartered AccountantCopy of acknowledgement of latest Income tax returnBank closure statement and Bank Closure LetterCopy of the LLP Agreement, with amended provisions, if any* Note –The Indemnity Bond and Affidavit declaration by the designated partners must be drafted on a non-judicial stamp paper of appropriate value. Rs.100 stamp paper is applicable for indemnity bonds, and Rs.50-100 is applicable on affidavits based on the state. These must be duly attested by a public notary. The stamp duty and notary charges shall vary from state to state.
Even an inactive LLP has to comply with all the compliance requirements under the LLP Act, 2008 and file the ITR for the LLP. This is a burden when the LLP has little financial resources.
An LLP does not have a huge number of compliances, but the penalties for non-compliance are extremely high. So, to avoid these unnecessary expenses, it is better to strike the LLP off.
There is no use prolonging the continuity of a business that is continuously failing to perform. Instead, you can shut it off and utilise whatever little resources it has for a better purpose.
Striking-off is a temporary closure, and you can restore a struck-off LLP by appealing against the ROC’s order in the NCLT within five years from the date on which the LLP was struck off.
The wisest course of action when your LLP has been defunct or inactive for a very long period of time is to strike it off voluntarily. By doing this, you may spare your business from high operational costs when it is not making any money and revive it once you are confident of its financial health. Sounds practically viable, doesn’t it? Our complete end-to-end services of LLP closure include
So what are you waiting for? Contact our compliance advisors immediately, and get your LLP struck off in no time, and at minimal costs!
