LLP Winding Up

Overview

An LLP continues to exist on MCA records until it is struck off or dissolved. Stopping business does not stop annual filings, and late fees on LLP Forms 8 and 11 keep accruing. The LLP Act, 2008 allows closure in three main ways: striking off a defunct LLP on application using Form 24 (Section 75 read with Rule 37 of the LLP Rules, 2009), voluntary winding up by the partners, and compulsory winding up by the National Company Law Tribunal (NCLT) under the LLP Act and the Insolvency and Bankruptcy Code.

Who needs it

• An LLP that has stopped business and has no assets or liabilities.
• Partners who want to end filing duties and penalties for an unused LLP.
• An LLP that is solvent but wants a formal wind-up, or one that has liabilities and needs a different route.
• Partners converting a business into another structure and closing the old LLP.

What Zenith does

We listen to the position of the LLP and the partners, review its filing and tax history, and recommend the route. Your relationship manager shares a closure checklist, clears overdue Form 8 and Form 11, coordinates the professionally certified statement of accounts, drafts partner consents, affidavits and indemnities, and files Form 24 through appropriately authorised professionals. Tribunal or liquidation work is handled only through authorised insolvency professionals and advocates. Timelines depend on completeness, complexity and authority processing.

Eligibility and key rules

For strike-off by Form 24:

• The LLP has not carried on business or operations for one year or more.
• All partners consent, and no partner dispute is marked.
• The LLP has nil assets and nil liabilities, shown in a statement of account certified by an authorised professional, prepared as of a date not earlier than 30 days before filing.
• Overdue Form 8 and Form 11 are filed up to the end of the financial year in which business stopped.
• No open or unsatisfied charge, no pending MCA form awaiting approval or payment, and no pending inspection, investigation or prosecution.
• Designated partners' DSCs are valid and linked.

Other registrations (GST, PF, ESI, IEC, licences, bank accounts) have their own cancellation process and do not close automatically. Income tax returns and any demands should be reviewed.

Voluntary winding up and Tribunal winding up apply where the LLP cannot meet the strike-off conditions, for example where debts remain; they need a liquidator and take longer.

Documents required

• LLP agreement and certificate of registration, LLP PAN.
• professionally certified statement of account showing nil assets and liabilities.
• Consent of partners and an authorising resolution.
• Affidavit and indemnity bond from the designated partners.
• Form 8 and Form 11 acknowledgements; income tax return acknowledgements.
• Bank account closure proof; GST cancellation order where applicable.
• Regulator no-objection if the LLP carried on a regulated activity.
• DSCs of designated partners.

Process and timeline

1. Stop all operations and settle liabilities, dues and partner balances.
2. Cancel GST and other registrations; close bank accounts.
3. File overdue Form 8 and Form 11 and income tax returns.
4. Prepare the statement of account, consents, affidavit and indemnity.
5. Clear pending MCA forms and any open charge.
6. File Form 24 with attachments, signed with the designated partners' DSCs.
7. The Registrar examines the application and gives notice before removal of the name.
8. After removal, notice appears in the Official Gazette and the LLP stands dissolved.

Filing Form 24 does not dissolve the LLP immediately. Timelines depend on completeness, complexity and authority processing.

Government fees, penalties and due dates

• Form 11 is due 30 May and Form 8 by 30 October each year.
• Late filing of Form 8 and Form 11 attracts ₹100 per day per form with no upper cap, per the public source read.
• Form 24 filing fee: depends on the current MCA schedule and is shown in the quotation.
• Continued non-filing can lead to compulsory strike-off, penalties on the LLP and partners and disqualification risk for partners in the sources read.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Treating inactivity as closure and ignoring Form 8 and Form 11.
• Filing Form 24 with stale accounts older than 30 days.
• Leaving a charge open or another form pending.
• Forgetting to cancel GST or close the bank account.
• Filing when one partner disagrees.
• Assuming the Form 24 acknowledgement means the LLP is already dissolved.

FAQs