Striking off llp within 1 year of incorporation

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Rajeshree Desai (Querist)
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05 May 2015 Can anybody clear my doubt that whether an llp can be applied for striking off within 1 year of its incorporation and also the llp agreement, i.e. the LLP Form 3 has not been filed yet. We would like to close off the LLP without following any other procedure. Kindly advice.
Kindly also consider urgency of the event.

Arpit Shah

Arpit Shah (Expert)
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06 May 2015 http://www.setindiafinance.com/close-the-llp-winding-up/

Rajeshree Desai

Rajeshree Desai (Querist)
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06 May 2015 My question is still unanswered. Kindly reply to my query.. An LLP can be applied for striking off within 1 year of its incorporation?

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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25 July 2025 Yes, your question is valid and very relevant for early-stage LLPs. Here's a clear and practical answer:

✅ Can an LLP be struck off within 1 year of incorporation?

✔️ Yes, an LLP can apply for strike-off within 1 year of its incorporation under Rule 37(1)(b) of the LLP Rules, 2009, provided it meets the conditions laid out by the Ministry of Corporate Affairs (MCA).
However, there are a few important technical and procedural requirements that must be addressed.

🛠 Conditions for Striking Off an LLP (Even Within 1 Year)

🔒 The LLP must not have commenced any business or commercial activity.
📄 LLP Form 11 (Annual Return) must be filed — even if NIL.
MCA requires this even for dormant or inactive LLPs.
If LLP is incorporated but did nothing, file Form 11 with NIL details.
📑 LLP Agreement (Form 3) – should ideally be filed first.
Technically, it's mandatory within 30 days of incorporation, but even if missed, MCA may allow late filing with additional fees, before accepting Form 24 (strike-off form).
🧾 No creditors / liabilities must exist.
You must submit an affidavit from partners and a statement of accounts.
📝 Procedure for Strike Off Under Form 24

Step-by-Step:
File overdue Form 11 (Annual Return) – even if NIL.
File LLP Form 3 (Agreement) – late filing allowed with penalty.
Prepare:
Affidavit by all designated partners.
Indemnity bond.
Statement of accounts certified by CA (not older than 30 days).
Board resolution / consent of partners.
Acknowledgment of latest ITR (if any filed, else mention not applicable).
File LLP Form 24 with above documents to ROC.
⚠️ Key Notes:

Requirement Mandatory? Notes
Form 3 (LLP Agreement) ✅ Yes Must be filed before Form 24
Form 11 (Annual Return) ✅ Yes Even if NIL return
Form 8 (Statement of A/C) ❌ Not required if LLP never commenced
Filing ITR ❌ Not needed if no PAN applied / no income
Waiting for 1 year ❌ Not required LLP can strike off before 1 year if it meets Rule 37 conditions
🧾 Sample Timeline (Assuming LLP never started business)

Day Action
Day 1 File overdue Form 3 (LLP Agreement)
Day 2 File Form 11 (NIL Annual Return)
Day 3–5 Prepare affidavit, indemnity, and CA-certified NIL accounts
Day 6+ File LLP Form 24 for strike-off
🚫 Can You Strike Off Without Filing Form 3?

Not recommended. While Form 24 doesn’t auto-check Form 3 filing, ROC generally rejects Form 24 if Form 3 is missing — because the LLP Agreement is considered a foundational legal document.

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