What is LLP Winding Up in India?

Introduction

LLP winding up is the legal process of closing a Limited Liability Partnership (LLP) by settling all outstanding liabilities, disposing of assets, and completing the required filings with the Ministry of Corporate Affairs (MCA). Once the process is completed, the LLP is officially dissolved and its name is removed from the Registrar of Companies (ROC) records.

Under the LLP Act, 2008, an LLP can be closed either voluntarily by its partners or compulsorily by the National Company Law Tribunal (NCLT). The entire LLP closure process in India is governed by the LLP (Winding Up and Dissolution) Rules, 2012, and in certain insolvency cases, the Insolvency and Bankruptcy Code (IBC), 2016 also applies.

Importance of LLP Winding Up Process

Completing the LLP winding up procedure in India on time is essential for inactive or defunct LLPs to avoid unnecessary legal and financial complications. If the LLP is not formally closed, it may continue to attract compliance obligations such as penalties and late filing fees.

Delaying the LLP dissolution process can lead to:

Accumulation of penalties and compliance costs
Continued legal obligations for partners
Risk of disqualification or regulatory action

Types of LLP Winding Up Procedures in India

The LLP winding up process in India is categorized into different types based on how and why the Limited Liability Partnership (LLP) is being closed. Choosing the correct method of LLP closure is important for ensuring a smooth, compliant, and cost-effective dissolution process.

Major Types of LLP Winding Up

Type of Winding Up	Initiated By	Applicable Law	Key Form / Process	Estimated Timeline
Voluntary Winding Up	Partners of the LLP	LLP Act, 2008	Form 24	3 – 6 Months
Compulsory Winding Up	NCLT / Creditors	IBC, 2016 / LLP Act, 2008	NCLT Petition	6 – 24 Months
LLP Strike Off	Partners (Defunct LLP)	LLP Rules, 2009	Form 24	3 – 6 Months

Voluntary LLP Winding Up (LLP Dissolution in India)

Voluntary LLP winding up is a process initiated by the partners of a Limited Liability Partnership (LLP) through mutual agreement when they decide to close the business. It is the most common form of LLP dissolution in India, especially when the business is no longer required.

This type of LLP closure process is applicable only when:

The LLP has no outstanding liabilities
There are no pending legal cases or disputes
All partners mutually agree to dissolve the LLP

Compulsory LLP Winding Up (LLP Liquidation in India)

Compulsory LLP winding up, also known as LLP liquidation, is a legal process ordered by the National Company Law Tribunal (NCLT) under specific conditions defined in the LLP Act, 2008 and the Insolvency and Bankruptcy Code (IBC), 2016.

The NCLT may direct the compulsory closure of an LLP in cases such as:

The LLP is unable to pay its debts
The LLP has acted against the sovereignty and integrity of India
The LLP has failed to file annual returns for five consecutive years
Other serious compliance or legal violations as determined by authorities

LLP Strike Off (Form 24 Filing) in India

LLP strike off is the simplest and most commonly used method for closing a defunct or inactive LLP in India. It is suitable for LLPs that have not carried out any business activities for at least one year and wish to legally close their operations.

LLP Strike Off Procedure in India

Under Rule 37 of the LLP Rules, 2009, partners can apply for LLP closure by strike off by filing Form 24 with the Registrar of Companies (ROC) through the MCA portal.

This LLP strike off process in India is applicable only when the LLP meets the following conditions:

No assets or liabilities exist
No business activity has been carried out for at least one year
No pending legal cases or disputes
All ROC filings and compliances are up to date or nil

Who is Eligible for LLP Strike Off in the India?

Not all Limited Liability Partnerships (LLPs) in India can opt for the simplified LLP strike off procedure under Form 24. To ensure proper closure, the LLP must meet specific eligibility criteria for strike off under MCA rules before applying through the MCA portal.

LLP Strike Off Eligibility Criteria in India

An LLP can apply for strike off only if it satisfies the following conditions:

The LLP must have ceased business operations for at least 1 year prior to the date of application
The LLP must have nil assets and nil liabilities, and all outstanding debts must be fully settled
There must be no pending legal proceedings in any court, tribunal, or regulatory authority
All ROC annual filings (Form 8 and Form 11) must be completed and up to date
All Income Tax Returns (ITR) must be filed up to the financial year preceding the application
The LLP must obtain a No Objection Certificate (NOC) from relevant regulatory authorities, if applicable
All bank accounts of the LLP must be closed, and a closure certificate must be obtained
A declaration of solvency must be provided by all partners confirming no outstanding liabilities
GST registration of the LLP must be cancelled before applying for strike off
The LLP must not be engaged in regulated activities (such as NBFC, insurance, or securities), unless proper NOC is obtained

Documents Required for LLP Winding Up in India

The documents required for LLP winding up in India vary depending on the type of closure process, such as voluntary winding up, compulsory winding up, or LLP strike off under Form 24. Proper documentation ensures smooth approval from the Registrar of Companies (ROC) and avoids delays or rejections.

Below is the complete LLP closure document checklist in India:

Document	Purpose	Applicable For
Statement of Accounts	CA-certified financial statement showing nil assets and liabilities	All types of LLP winding up
Partners’ Consent / Resolution	Written approval from all designated partners for closure	Voluntary winding up & strike off
Affidavit by Designated Partners	Declaration confirming cessation of business and nil liabilities	LLP strike off (Form 24)
Indemnity Bond	Legal bond indemnifying future liabilities	LLP strike off (Form 24)
Bank Account Closure Certificate	Proof of closure of LLP bank account issued by bank	All types of LLP winding up
Income Tax Return (ITR) Acknowledgements	Proof of filed ITRs up to closure year	All types of LLP winding up
LLP Annual Filing Receipts	ROC filing proofs for Form 8 and Form 11	All types of LLP winding up
GST Cancellation Certificate	Proof of GST registration cancellation (if applicable)	GST-registered LLPs
LLP Agreement Copy	Original LLP agreement executed at the time of incorporation	All types of LLP winding up
PAN Card of LLP	Identity proof of LLP for verification	All types of LLP winding up
DSC of Designated Partners	Digital Signature Certificate for filing Form 24 on MCA portal	All types of LLP winding up
NOC from Regulatory Authorities	Required if LLP was engaged in regulated activities	Regulated LLPs

What is the LLP Strike Off Process in the India?

The LLP strike off process in India is the official method of closing a defunct Limited Liability Partnership by filing Form 24 with the Registrar of Companies (ROC) through the MCA portal. This process is governed under Rule 37 of the LLP Rules, 2009 and is used for legally removing an inactive LLP from the MCA records.

Below is the complete step-by-step LLP strike off procedure in India:

Step-by-Step LLP Strike Off Process in India

Step 1 – Stop Business Operations

Completely discontinue all business activities of the LLP. Ensure no financial transactions are carried out after cessation.

Step 2 – Settle All Outstanding Liabilities

Clear all pending dues including:

Vendor payments
Loans and borrowings
Statutory liabilities

Step 3 – Cancel GST Registration

Apply for GST cancellation on the GST portal and obtain the GST cancellation certificate before proceeding further.

Step 4 – Close LLP Bank Accounts

Close all bank accounts of the LLP and obtain an official bank account closure certificate from the bank.

Step 5 – Complete Pending ROC Filings

Ensure all LLP compliance filings are completed, including:

Form 8 (Statement of Account & Solvency)
Form 11 (Annual Return)

Step 6 – File Income Tax Returns

All Income Tax Returns (ITR) must be filed up to the financial year prior to the strike off application.

Step 7 – Prepare Statement of Accounts

Prepare a CA-certified Statement of Accounts showing nil assets and nil liabilities, dated not earlier than 30 days before filing Form 24.

Step 8 – Obtain Partners’ Consent

Collect written consent and resolution from all designated partners approving the LLP strike off application.

Step 9 – Execute Affidavit and Indemnity Bond

All designated partners must sign:

Affidavit confirming cessation of business and nil liabilities
Indemnity bond protecting against future claims

Step 10 – File Form 24 on MCA Portal

File Form 24 on the MCA21 portal along with all required documents. The form must be digitally signed using DSC of designated partners.

Step 11 – ROC Verification & Public Notice

The ROC reviews the application and, if satisfied, issues a public notice in the Official Gazette inviting objections for 30 days.

Step 12 – Final Strike Off Order

If no objections are received, the ROC issues the final LLP strike off order, removing the LLP name from the register and completing the LLP dissolution process in India.

Compliances Required Before LLP Winding Up in India

Before initiating any LLP winding up process in India, it is mandatory to complete all pending statutory compliances. If these requirements are not fulfilled, the Registrar of Companies (ROC) may reject the Form 24 LLP strike off application. Proper completion of pre-closure compliances ensures a smooth and hassle-free LLP closure process in India.

Below is the complete pre-closure LLP compliance checklist in India:

Compliance	Form / Authority	Deadline	Status Required
LLP Annual Return Filing	Form 11 / MCA Portal	All pending years	✅ Must be completed before Form 24 filing
Statement of Account & Solvency	Form 8 / MCA Portal	All pending years	✅ Must be completed before Form 24 filing
Income Tax Return Filing	Income Tax Portal (ITR)	All pending years	✅ Must be completed before Form 24 filing
GST Return Filing & Cancellation	GST Portal (GSTR)	Up to cancellation date	✅ GST must be cancelled before Form 24
TDS Return Filing	TRACES / TDS Portal	All pending quarters	✅ Must be completed before Form 24 filing
PF & ESI Compliance	EPFO / ESIC Portal	All pending dues	✅ Must be fully settled before Form 24
Bank Account Closure	Respective Bank	Before filing Form 24	✅ Bank account must be closed
Outstanding Dues Settlement

About the Author

Ravi

Ravi breaks down complex legal concepts into practical, actionable guidance, enabling entrepreneurs to meet their legal obligations and build compliant, sustainable businesses.

May 13, 2026