Procedure to Strike-Off LLP in India and Formats

INTRODUCTION

The landscape of corporate compliance in India, the Ministry of Corporate Affairs (MCA) has continually refined procedures to streamline the process of dissolving and winding up companies and Limited Liability Partnerships (LLPs). Among these, the LLP strike-off mechanism has emerged as a vital, efficient pathway for deactivating dormant or defunct LLPs, thereby maintaining the integrity of the corporate registry and preventing misuse of corporate status.

The process of striking off an LLP is not merely administrative; it is rooted in firm legal provisions and procedural safeguards designed to protect stakeholders, creditors, and the government. As regulatory expectations evolve, it becomes imperative for LLP partners, legal professionals, and compliance officers to understand the legal underpinnings, procedural intricacies, and recent amendments shaping the LLP exit landscape.

This article delves into the comprehensive legal foundation of LLP strike-off, explores recent legislative and administrative developments, examines benefits, and maps out step-by-step procedures to ensure a compliant, efficient and transparent dissolution process.

LEGAL & REGULATORY FOUNDATIONS

The statutory backbone for LLP strike-off is founded primarily on the Limited Liability Partnership Act, 2008 (LLP Act), complemented by the LLP Rules, 2009. The key legal provisions include:

REGISTRAR OF COMPANIES (ROC) ROLE & AUTHORITY

The RoC functions as the custodian of the LLP register. Its authority to strike off is exercised either suo-moto based on information or on application by the LLP, subject to strict compliance with procedural and documentary requirements.

The Registrar's powers are exercised to uphold transparency, prevent fraudulent practices, and ensure that only genuinely inactive LLPs are struck off. The process involves issuing notices, providing opportunities for objections, and publishing the final order in the Official Gazette.

THE KEY PROVISIONS INCLUDE

SUO-MOTO STRIKE-OFF:

If an LLP is dormant ≥2 years, the Registrar may initiate a strike-off by issuing a notice to the LLP and its partners, asking for any representation within one month. This is intended to catch unresponsive or abandoned entities.

VOLUNTARY APPLICATION:

An LLP that is defunct for ≥1 year (even since incorporation) may itself apply. All partners must consent in writing, declaring the LLP has no business and confirming its liabilities are nil. The application is made by filing e-Form 24 with the Registrar (now centrally processed by Centre for Processing Accelerated Corporate Exit (C-PACE), see below).

Provided further that where the limited liability partnership is regulated under a special law, the application for removal of its name shall be accompanied by approval of the regulatory body constituted or established under that law.

CONTINUING OBLIGATIONS:

Notably, even after an LLP is struck off, designated partners remain liable for past obligations as if the LLP were never dissolved. Strike-off is not a blanket release of liability. Partners typically execute indemnity bonds at filing to guard against future claims.

LEGISLATIVE AND ADMINISTRATIVE DEVELOPMENTS IN RECENT PAST

The LLP strike-off regime has been refined by MCA's ease-of-doing-business measures. The MCA has taken significant steps to enhance the efficiency and transparency of LLP dissolution procedures, notably through amendments and the centralization of the strike-off process.

LLP (Amendment) Rules, 2017: All requisite documents must be prepared prior to filing e-Form 24

• Sub-rule 1A to Rule 37 introduced mandatory requirements for LLPs to file overdue annual returns (Form 8 & Form 11) up to the financial year of cessation before applying for strike-off.

• An independent Chartered Accountant's certificate confirming nil assets and liabilities is also required, dated within 30 days of filing.

• The amendment mandates the submission of certified affidavits by designated partners affirming:

• The LLP has ceased operations from a specific date.
• No liabilities or pending legal proceedings.
• Closure of all bank accounts, with certificates issued by banks.
• If the LLP has never carried on business since incorporation, it may either submit a declaration in lieu of an ITR or, if filed, attach the latest ITR acknowledgment.
• A copy of the original LLP agreement (if made but not yet filed), along with any changes, in cases where the LLP has not started business or commercial activities since incorporation.

C-PACE CENTRALIZATION (2024)

• From August 27, 2024, the MCA launched the Centre for Processing Accelerated Corporate Exit (C-PACE), centralizing all LLP strike-off applications.
• All applications for e-Form 24 are now processed online through C-PACE, replacing individual ROC office routes, leading to faster, uniform, and error-minimized processing.
• The evolution toward digital, centralized processing underscores MCA's commitment to a "first-time-right" approach, reducing delays and enhancing compliance.

OTHER NOTABLE AMENDMENTS

Easing of LLP formation and compliance procedures, including simplified incorporation forms and more DIN options, reflects the MCA's broader efforts to facilitate corporate compliance. (FiLLiP form for single-stage incorporation, more DINs at registration)

Continuous monitoring of subsequent amendments ensures practitioners remain aligned with evolving procedural requirements.

KEY BENEFITS OF LLP STRIKE-OFF

• Legal Clarity & Regulatory Compliance: Ensures the LLP is officially removed from the register, preventing future legal or tax liabilities.
• Cost & Time Efficiency: Compared to traditional winding-up, strike-off is quicker, less costly, and requires fewer procedural steps.
• Prevention of Misuse & Fraud: Regular removal of inactive LLPs maintains registry integrity, deters misuse for illicit purposes.
• Encourages Compliance & Clean Record: LLPs that are no longer operational can exit cleanly without facing penalties or legal complications.
• Simplifies Business Ecosystem: Keeps the register updated, facilitating better governance and transparency.

THE ROLE OF THE CENTRE FOR PROCESSING ACCELERATED CORPORATE EXIT (C-PACE)

The C-PACE platform, implemented in 2024, is a game-changer in LLP dissolution:

• Unified Processing: All strike-off applications are now handled centrally, ensuring consistency and efficiency.
• Error Minimization: The platform enforces validation checks to prevent incomplete or incorrect filings, reducing rejection rates.
• Faster Turnaround: The digital system expedites the review process, with most cases processed within a few weeks.
• Transparency & Tracking: Stakeholders can track application status online, and MCA publishes the final Gazette notification electronically.
• Enhanced Compliance: The platform mandates comprehensive documentation, including affidavits, CA certificates, bank closure proofs, and declarations, ensuring thorough due diligence.

CRITICAL PRE-CONDITIONS FOR STRIKE-OFF

1. Inactivity & Non-Operation Duration: The LLP must have not carried on any business or operations for at least one year (for voluntary) or two years (for suo-moto by the Registrar).
2. Filing of Statutory Returns: All annual filings (Form 8 and Form 11) up to the date of cessation must be completed.
3. Filing of LLP Agreement & Amendments: Initial LLP agreement, along with any amendments, must be filed with the Registrar before the application, unless the LLP has been inactive since inception.
4. Closure of Bank Accounts & Settlement of Liabilities: All bank accounts should be closed, and any liabilities settled or provided for.
5. Submission of Declaration & Affidavits: A declaration of closure and an affidavit affirming inactivity, no liabilities, and absence of legal proceedings are fundamental.
6. No Outstanding Legal Proceedings: The LLP must be free from ongoing litigation or legal claims.

ELIGIBILITY AND KEY DIFFERENCES BETWEEN STRIKE-OFF AND LIQUIDATION

In practice, LLP strike-off is suitable only for LLPs that are completely inactive with no assets or liabilities. It differs from formal winding-up under the Act (e.g. Section 61) in critical ways. The table below contrasts strike-off with voluntary liquidation:

Strike-off is thus a fast-track exit for a truly inactive LLP, whereas liquidation is required if any assets or liabilities exist. An attempt to strike off an LLP with outstanding debts will fail: the Registrar will reject the application or require those debts to be paid first.

STEP-BY-STEP STRIKE-OFF PROCEDURE

1. Check eligibility: Verify that the LLP has ceased all business operations for the requisite period. In practice, there should be no revenue-generating activities for at least one full financial year. Ensure there are no pending investigations or court cases against the LLP (these can delay or block strike-off).

2. Clear filings: File any overdue annual returns (Form 8 and Form 11) up to the financial year in which the LLP stopped operations. MCA rules require the last filing to include the year of cessation. Missing returns can render the application invalid.

(Note: Under schemes like LLP Settlement Scheme 2020, overdue forms can sometimes be filed without penalty, but the strike-off application itself requires all forms filed up to date.)

3. Partner resolution: Obtain the written consent of all partners by passing a resolution agreeing to the strike-off. This should be documented (signed by all partners) because e-Form 24 requires an undertaking that all partners approve the strike-off.

4. Settle affairs and close accounts: Before applying, settle all outstanding dues (taxes, creditors, etc.) and formally close every bank account of the LLP. Obtain closure certificates from banks - these are mandatory attachments. The affidavits (Attached as Annexure) must state that either no bank was opened, or that all bank accounts have been closed.

5. Prepare documentation: Assemble all documents needed for e-Form 24 submission. The attachments must include:

• Affidavits & Indemnities: Notarized affidavits by each designated partner declaring the date from which the LLP ceased business, confirming there are no liabilities, that no bank account is active (or all have been closed with certificates), and indemnifying the ROC against any future claims.
• Chartered Accountant Certificate: A statement of accounts certified by a practicing CA showing nil assets and nil liabilities (including nil capital). This certificate must be dated within 30 days of filing.
• Bank Closure Certificates: Formal bank-issued certificates confirming the closure of each LLP bank account.
• Income-Tax Documents: The acknowledgment of the latest Income-Tax return (for the last relevant FY). If the LLP never commenced business since incorporation, it may give a declaration instead of an ITR.
• LLP Agreement: Copy of the original LLP agreement and any amendments, if not already filed with MCA. Under the 2017 rules, an unfiled agreement need only be submitted at strike-off time.
• E-Form 24 (Strike-Off Application): The e-Form itself, executed on the MCA portal with Digital Signatures of the partners or LLP (as required). Partners' resolution and the affidavits are sworn on appropriate stamp paper and attached to this form.
• Partner Consent Resolution: Evidence of unanimous partner approval (e.g. board resolution or a signed statement).
• Legal Declaration: A declaration that no legal actions, prosecutions or investigations are pending against the LLP (often included in the affidavits).

6. File e-Form 24: Submit the LLP Strike-Off Application on e-Form 24 on the MCA portal (post-August 2024, this goes to C-PACE). Attach all the above documents. Because C-PACE adopts a "first-time-right" policy, the application must be complete and error-free at submission. (Incomplete or incorrect filings will be rejected outright.)

7. Regulator's scrutiny and notice: After submission, the Registrar (C-PACE) reviews the application. Once preliminaries are satisfactory, the Registrar publishes a public notice on the MCA website (and in the Official Gazette) giving one month for any objections or claims. If any person (creditor, government department, etc.) raises a genuine objection within the window, the strike-off may be deferred or rejected.

8. Final strike-off and Gazette notification: If no objections are received within one month, the Registrar proceeds to issue the final strike-off order. The LLP's name is then struck off the register and a notification is published in the Official Gazette. The LLP is thereby dissolved.

9. Post-closure compliance: After Gazette publication, the LLP must inform stakeholders (e.g. tax authorities, licensing bodies) of its dissolution and keep all records for future reference. Remember, striking off an LLP does not eliminate past liabilities. Designated partners continue to be personally liable for any debts or disputes that arose before dissolution.

CASE-SPECIFIC CONSIDERATIONS

• Never-Operated LLPs: If the LLP never commenced any business since incorporation, many compliances are relaxed. No prior income-tax returns are required, and the LLP agreement can be filed simultaneously with the strike-off application. The affidavit in this case simply states that the LLP did not trade.
• Outstanding Dues: An LLP with assets or debts cannot use e-Form 24. All assets must be sold and liabilities paid (via liquidation) first. The Registrar will not strike off a name if any creditor or the government has a pending claim.
• Company vs LLP Rules: Note that strike-off of companies is governed by Sections 248 and Form SPICe+ etc., whereas LLPs use e-Form 24 under Section 75/Rule 37. However, the C-PACE centralization now covers both. Ensure you use the correct form and provisions for LLPs.
• Stamp and Formats: There is no special stamp duty for e-Form 24 itself, but affidavits and indemnity bonds must be on appropriate state stamp paper. Use the "STK-4" format for affidavits (as per MCA guidance) and legal vetting of wording is recommended.
• Tax and Regulatory Impact: Strike-off suspends the LLP's compliance obligations going forward, but any statutory dues (GST, tax, etc.) incurred before dissolution remain recoverable. Ensure final tax returns are filed up to the date of cessation to avoid disputes.

THE CONSEQUENCES OF NON-COMPLIANCE

• Severe penalties and fines for failure to comply with statutory obligations.
• Legal action against designated partners for non-filing or non-compliance.
• The MCA may suo-moto strike off an LLP that remains dormant and non-compliant for extended periods, with potential legal repercussions for involved partners.

FINAL REMARK & CONCLUSION

The recent amendments and clarified procedures introduced by the MCA have substantially simplified the process for LLPs seeking voluntary or mandatory strike-off. Emphasizing the importance of mandatory filing of overdue returns, declarations of inactivity, and comprehensive documentation, these updates promote transparency and uphold the integrity of the legal process. For LLP owners and legal professionals, diligent compliance, meticulous record-keeping, and strict adherence to procedural formalities are essential to avoid penalties and facilitate a smooth and lawful dissolution.

Engaging experienced legal counsel is highly recommended to navigate this process efficiently. Proper guidance ensures that all statutory requirements are met, reducing the risk of rejection or delay, and protecting stakeholders from future liabilities.

CENTRAL TO SUCCESS IS THOROUGH PREPARATION

settling all liabilities, closing accounts, and submitting precise, well-documented declarations. A comprehensive and correctly prepared e-Form 24 application, supported by all requisite attachments, is more likely to be processed smoothly through the C-PACE system, culminating in official Gazette notification of dissolution.

Conversely, any oversight-such as incomplete filings, missing attachments, or undisclosed debts-risks rejection, delays, or future legal complications. The step-by-step guidance and flowchart provided in this resource serve as practical tools to ensure compliance and efficiency.

Users should also stay informed about evolving MCA notifications, including recent rule changes, and seek professional advice when facing complex scenarios to ensure a compliant and hassle-free strike-off process.

DISCLAIMER:

• This article is prepared solely for educational, informational, and reference purposes. It is not intended to serve as, nor should it be construed as, professional legal advice. For advice tailored to specific circumstances or complex cases, readers are advised to consult qualified legal professionals.
• Additionally, given that regulations and procedural requirements are subject to updates, users are encouraged to stay informed by regularly visiting the official MCA portal or consulting experienced LLP compliance specialists, such as Company Secretaries, to ensure adherence to the latest rules and guidelines.

Enclosed:

1. Format Of Application to Registrar of Companies, For Striking Off the Name Of LLP

2. Format of Affidavit of Non-Operation & No Liabilities (To be executed by all partners separately)

3. Format of Partners Resolution for Strike-Off and Submitting Application for Strike off of LLP

4. Format of Indemnity Bond

5. Format of Authorization letter for Submitting Application to Registrar for Strike Off

6. Format of Consent of All Partners to Apply to ROC for Striking Off the LLP.

DRAFT OF DOCUMENTATION & FORMATS

1. FORMAT OF APPLICATION TO REGISTRAR OF COMPANIES, FOR STRIKING OFF THE NAME OF LLP

ON LETTERHEAD OF LLP

To,

The Registrar of Companies,

_________________________________

_________________________________

Dear Sir,

The Partners after carefully considering all the aspects and have duly resolved in their Meeting held on dated _________________ to make an application for striking off name of our LLP from the Register of LLPs pursuant to Rule 37(1)(b) of Limited Liability Partnership Rules, 2009

We, the Partners of M/s ______________ LLP make application for striking off name of our LLP from the Register of LLPS maintained by the Registrar of Companies.

This is an application with respect to the subject matter cited above, it is hereby submitted that Abro Intrade LLP is inoperative in the last year and has no intention to do any business or commercial activity in future. Thus, you are requested to strike off the name of the LLP under Rule 37(1) (b) of the Limited Liability Partnership Rule, 2009.

1) We furnish the following details and documents for considering our application:

• Statement of Assets and Liabilities;
• Copy of Resolution showing authorization given to us for filing of this application;
• Consent of all the Partners;
• Indemnity Bond for striking off name (Notarized);
• Affidavit from all partners (Notarized);
• Bank Account Closure statement;
• Latest ITR Acknowledgement.

2) Now, therefore the undersigned requests you to strike off the LLP from the Register of LLPs.

Yours Faithfully,

For ______________LLP For ______________LLP

XXXXXX XXXXXX

Designated Partner Designated Partner

DPIN: XXXXXX DPIN:XXXXXX

Place:

Date:

2. Format of Affidavit of Non-Operation & No Liabilities (To be executed by all partners separately)

AFFIDAVIT (On Stamp Paper of Rs. 100 duly Notarised)

I, ___________________, Designated Partner in M/s. _____________________ LLP (hereinafter called "the LLP"), incorporated on ___________________ under the Limited Liability Partnership Act, 2008 and having its Registered Office at_____________________, do solemnly affirm and state as under:

1. I, _____________________, Son of _________________________, holder of DPIN: _____________, am the Designated Partner of the LLP stated above since ______________.

2. My present residential address is at _______________________________.

3. My permanent residential address ________________________________.

4. The Limited Liability Partnership does not maintain any bank account as on date.

5. I affirm that the _____________ LLP does not have any assets and liabilities as on date.

6. The LLP has been inoperative in the last year and do not intend to carry on any further business or commercial activities or Operations.

7. As on date the LLP does not have any dues towards Income Tax/ Sales Tax/Central Excise/Banks & Financial Institutions; any other Central or state Government departments/authorities or any local authorities.

8. There is no litigation pending against or involving the LLP.

9. In case of any loss(es) to any person or any valid claim and liability arising from any person after the striking off the name of _______________ LLP from the Register of LLPs, I, _________________ the Designated partner of the LLP, undertake to indemnify any person for such losses, valid claim and liability and the indemnity bond to this effect is being submitted separately with the application form.

I solemnly affirm that this declaration is true to the best of my knowledge and belief and that it conceals nothing and that no part of it is false.

Signature: _______________________

(Partner Name)

VERIFICATION: -

I verify that the contents of this affidavit are true to the best of my knowledge and belief.

Signature: _______________________

(Partner Name)

Date:

Place:

3. Format of Partners Resolution for Strike-Off and Submitting Application for Strike off of LLP

(ON LLP Letterhead)

CERTIFIED TRUE COPY OF RESOLUTION PASSED BY PARTNERS OF ________________ LLP ("LLP") IN THEIR MEETING HELD ON ______________ 2025 AT THE REGISTERED OFFICE OF THE LLP SITUIATED AT_____________________________AT 11:00 AM.

The Chairman informed the partners that the LLP is currently not carrying any business activity and further do not intend to carry on any business in the near future. On account of inactivity, he suggested to make an application to the Registrar of Companies & LLP, ___________for striking off the name of the LLP. After due discussion, the following resolutions were passed unanimously:

AUTHORIZATION FOR STRIKING OFF THE LLP FROM THE REGISTRER OF LLP MAINTAINED BY THE REGISTRAR OF COMPANIES

"RESOLVED THAT the consent of all the partners of the LLP be and is hereby accorded to make an application to the Registrar of Companies, _______under the provisions of Section 75 of the Limited Liability Partnership Act, 2008 and Rule 37 of the Limited Liability Partnership Rules, 2009 and other applicable provisions, if any, (including any statutory modification or re-enactment thereof, for the time being in force), for striking off the name of the LLP from the records of the Register maintained by the Registrar.

RESOLVED FURTHER THAT all the Designated Partners of the LLP be and are hereby severally authorised on behalf of the LLP to sign and submit all documents, papers, forms, applications whether electronically or physically required for the purpose of strike-off of the said LLP or making any modification, alteration, amendment, any correspondence, communication or representation on behalf of the LLP and to do all things, deeds, actions, E-file & sign etc. and to give necessary affidavits and indemnity bond in this regard as may be required to strike off the name of the LLP under the Limited Liability Partnership Act, 2008 and Rules made thereunder."

// Certified to be True Copy //

For _______________ LLP For _______________ LLP

XXXXXX XXXXXX

Designated Partner Designated Partner

DPIN: XXXXXX DPIN:XXXXXX

Place:

Date:

4. Format of Indemnity Bond

INDEMNITY BOND (On Stamp Paper of Rs. 100 duly Notarised)

To,

The Registrar of Companies,

_________________________________

_________________________________

We, the Designated Partners of M/s. _________________ LLP, an LLP incorporated on ______________ under Limited Liability Partnership Act, 2008 having its Registered Office at E____________________9 do hereby declare that:

1. We, _________________, S/o ___________________, _________________S/o ____________________and _________________ S/o Late ___________________are Designated Partner of this LLP.

2. That, we have made an affidavit individually, dated _________________duly sworn before notary public affirming that the LLP M/s. _________________LLP has assets worth Rs. NIL. The LLP has no liabilities.

3. Further, the LLP is not intending to do any business or commercial activity. Thus, the LLP is defunct, and We request the Registrar of Companies, ________________to strike off the name of the LLP from the Register of Companies in terms of Rule 37(1)(b) of the Limited Liability Partnership Act, 2008.

4. In view of the above, we do hereby undertake in writing:

i. to pay and settle all lawful claims arising in future after the striking off the name of the LLP.

ii. to indemnify any person for any such losses that may arise pursuant to striking off the name of the LLP.

iii. to settle all lawful claims and liabilities which have not come to our notice at this stage, even after the name of the LLP has been struck off in terms of Rule 37(1)(b) of the Limited Liability Partnership Act, 2008.

Place:

Date:

XXXXXXXXXXX

Father's Name: ………………. ______________

Address: ………………. Signature:

XXXXXXXXXXX

Father's Name: ………………. ______________

Address: ………………. Signature:

XXXXXXXXXXX

Father's Name: ………………. ______________

Address: ………………. Signature

Witnesses:

1. Name:

Occupation: Signature:

2. Name:

Occupation: Signature:

5. Format of Authorization letter for Submitting Application to Registrar for Strike Off

(ON LLP Letterhead)

To,

The Registrar of Companies & LLP

_________________________________

_________________________________

Sub: Authorization to make Application for Striking off the Name of the LLP to ROC

Dear Sir,

With respect to the subject matter cited above, the management decides to authorize Mr. ______________ (DPIN: _____________), Designated Partner of the LLP to file an application to the Registrar of Companies (ROC) to strike off the name of the LLP from their Register.

An application shall be moved with the required documents as follows:

1. Application Letter for Closure of LLP;

2. Consent of all the partner for closure of LLP including Board resolution;

3. Indemnity bonds/ undertakings duly notarized;

4. Affidavits duly notarized;

5. Copy of statement of assets & liability duly certified by Auditor;

6. Declaration by the Designated Partner that the LLP has NIL secured Creditors;

7. Copy of acknowledgment of Latest Income Tax Return;

8. Closure Bank Account Statement of the LLP;

9. Copy of E-Form LLP-8 and LLP-11 along with Challan.

Yours Faithfully,

For _____________ LLP For _______________ LLP

XXXXXXX XXXXXXXX

Designated Partner Designated Partner
DPIN: XXXXXX DPIN:XXXXXX

Place:
Date:

6. Format of Consent of All Partners to Apply to ROC for Striking Off the LLP

ON LLP Letterhead

To,

The Registrar of Companies & LLP
_________________________________
_________________________________

Sub: Partners Consent to Apply to ROC for Striking Off the LLP

With respect to the subject matter cited above we ________________, _____________________ and _________________, Designated Partners of ______________ LLP,(hereinafter called "the LLP") incorporated on _________________ under the Limited Liability Partnership Act, 2008 having its Registered Office at _______________________________________and having LLPIN: ______________ give our consent that an application shall be moved to the Registrar of Companies and LLP, ______________to strike off the name of the LLP as it is not carrying any business as on date and nor intending to do any commercial activity in the future and that the LLP shall be wound up and the name of the LLP shall be struck off from the Register.

We further assure and undertake that there is no pending litigation, outstanding creditors and liability to pay off by way of Affidavit and Indemnity bond.

Yours Faithfully,

For ____________ LLP For ____________ LLP For ____________ LLP

XXXXXX XXXXX XXXXX

Designated Partner Designated Partner Designated Partner

DPIN: XXXXXX DPIN: XXXXXX DPIN: XXXXXX

Place:
Date: