By S&S Co. Advocates & Solicitors · Published 16 September 2026 · Informational content, not legal advice — see our disclaimer
Why an Inactive LLP Should Be Formally Closed
A Limited Liability Partnership that has stopped doing business does not stop being a legal entity, or stop attracting compliance obligations, simply because its partners have moved on. An LLP remains obligated to file its Annual Return and Statement of Account and Solvency each year regardless of whether it is actually trading, and partners of an LLP that is simply left dormant without either resuming activity or being formally closed can accumulate late-filing penalties and compliance defaults year after year — defaults that can complicate the partners' own standing when they later seek to form or be associated with other entities. Section 75 of the LLP Act, 2008, read with Rule 37 of the LLP Rules, 2009, provides the formal route to voluntarily close a genuinely inactive LLP through Form 24, filed with the Registrar of Companies (which also administers LLPs).
Eligibility: When an LLP Can Use the Form 24 Route
The voluntary strike-off route under Form 24 is available to an LLP that has not been carrying on any business for a specified period — generally understood as at least one year of inactivity — and that has no assets and no liabilities as of the date of the application. An LLP that is still trading, or that has outstanding debts or unresolved obligations, is not eligible to use this simplified route and should either resolve those obligations first or consider a more involved winding-up process instead, depending on the nature and scale of what remains outstanding. Partners should be candid in assessing whether the LLP genuinely meets the "nil assets, nil liabilities" condition before filing — a Form 24 application filed on an inaccurate assertion of dormancy or nil liabilities risks rejection, and exposes the certifying partners to the consequences of a false declaration.
Getting Partner Consent
Unlike some corporate decisions that can be taken by a subset of designated partners or by majority resolution, voluntary closure of an LLP requires the unanimous consent of all partners — not merely the designated partners who handle the LLP's day-to-day compliance. Where an LLP has partners who are difficult to reach, or where the partnership has effectively broken down with some partners uncooperative, securing this unanimous consent can itself become the most practically difficult step in the closure process, and should be addressed early rather than assumed to be a formality.
Clearing Outstanding Filings Before Applying
Before Form 24 can be filed, all overdue statutory filings must be brought current — specifically Form 11 (the Annual Return) and Form 8 (the Statement of Account and Solvency) for the relevant financial years must be filed and any associated late fees paid, so that the LLP's compliance record on the Registrar's system is clean at the point of applying for strike-off. All outstanding debts, loans and other liabilities must also be settled in full, since the nil-liabilities condition for Form 24 eligibility depends on it. Partners should treat clearing this backlog as the first practical step in the closure process, since an application filed while overdue filings remain pending is likely to be returned or delayed rather than processed.
Documents Required for Form 24
A Form 24 application typically requires: a Statement of Accounts, certified by a practising Chartered Accountant, showing nil assets and nil liabilities as of a date not more than a specified short period before the date of filing; notarised affidavits from all designated partners confirming the LLP has ceased business, has no outstanding liabilities, and is not a party to any pending legal proceedings; a notarised indemnity bond, either individually or jointly by the partners, indemnifying any person against any liability that may arise even after the LLP is struck off; and the written consent of all partners to the closure. Partners should engage a practising professional to prepare and certify these documents accurately, since incomplete or inconsistent supporting documents are a common cause of delay or rejection at the Registrar's end.
Processing Timeline
Once a complete Form 24 application is filed, the Registrar processes the application, which — assuming no objections or deficiencies are raised — typically takes in the region of two to three months, though this varies with the Registrar's own pendency and the completeness of the application filed, and should be treated as an indicative range rather than a guaranteed timeline. As with company strike-off, the Registrar generally publishes the proposed closure to allow interested parties, including creditors, an opportunity to object before the LLP's name is actually struck off the register, so partners should not assume the process concludes the moment the application is submitted.
What Happens After Closure
Once the LLP is struck off, it ceases to exist as a legal entity and its ongoing compliance obligations come to an end, but — as with company strike-off — the closure does not retroactively extinguish liabilities that existed, or misrepresentations made, before or in connection with the strike-off itself. Partners who file a Form 24 application knowing the nil-assets, nil-liabilities declaration to be inaccurate expose themselves to consequences under the LLP Act and general law for a false statement, quite apart from the practical risk that a creditor later surfaces to challenge the basis on which the LLP was closed.
Frequently Asked Questions
How long must an LLP be inactive before it can apply for voluntary strike-off?
The Form 24 route is generally available to an LLP that has not carried on any business for at least one year and that has no assets and no liabilities as of the date of application. An LLP that is still trading, or that has outstanding debts, is not eligible for this simplified route.
Do all partners need to consent to close an LLP, or just the designated partners?
Unanimous consent of all partners is required to voluntarily close an LLP under Section 75 of the LLP Act — not merely the designated partners who handle day-to-day compliance. Securing this consent can itself be the most practically difficult step where the partnership has broken down or a partner is uncooperative.
What filings need to be up to date before applying for LLP strike-off?
All overdue Form 11 (Annual Return) and Form 8 (Statement of Account and Solvency) filings must be brought current, with any late fees paid, before a Form 24 application is likely to be processed smoothly. All outstanding debts and liabilities must also be settled in full, since Form 24 requires a nil-assets, nil-liabilities declaration.
How long does the LLP strike-off process typically take?
Once a complete Form 24 application is filed, processing typically takes in the region of two to three months, though this varies with the Registrar's pendency and the completeness of the application. This should be treated as an indicative range rather than a guaranteed timeline, and the current average should be confirmed with a practising professional at the time of filing.
References & Further Reading
This article references the following statutory provisions. Readers should always verify current rules, fees and timelines against the applicable statute and rules as amended, since these are revised from time to time.
- Limited Liability Partnership Act, 2008, Section 75, as amended.
- Limited Liability Partnership Rules, 2009, Rule 37, as amended.
- LLP Form 24 and accompanying instructions as prescribed by the Ministry of Corporate Affairs, current as of the date of filing.