Close an LLP – Strike Off with Form 24

Who can close an LLP with Form 24?

An LLP that has not carried on business for at least a year (or never started) and has no assets or liabilities can apply to the ROC to have its name struck off using Form 24.

Before filing

• File all pending Form 8 (statement of accounts and solvency) and Form 11 (annual return).
• Settle liabilities and close the bank account.
• Obtain the consent of all partners.

Why close an inactive LLP?

An LLP keeps owing annual filings even if it does nothing, and late fees on Forms 8 and 11 add up daily. Closing it properly ends those obligations and protects the designated partners.

Form 24 or winding up?

Form 24 is for LLPs that have not carried on business for at least a year – or never started – and have no assets or liabilities. An LLP that still has assets to distribute or debts to settle must be wound up instead, voluntarily or through the Tribunal, or settle everything first and then apply under Form 24.

What goes with the Form 24 application

• A statement of accounts, showing nil assets and liabilities, certified by a chartered accountant
• An affidavit and an indemnity bond signed by the designated partners
• The consent of all partners to close the LLP
• A copy of the latest income tax return
• Proof that the bank account has been closed

Tidy up before closing

• GST – apply for GST cancellation and file the final return.
• Other registrations – surrender the shop and establishment licence, professional tax registration and any other licences.
• Contracts and leases – end them in writing so no rent or charges keep running.
• Records – keep the LLP's books and papers for the period required by law, as tax or other authorities can still ask questions about past years.

After the Registrar publishes the notice, the LLP is struck off and dissolved. The designated partners remain responsible for anything that happened while it was active, which is why everything should be settled first.

Closing a company instead? See close a private limited company.

Our service

We clear pending filings, prepare the affidavits, indemnity and statement of accounts, file Form 24 and follow up until the LLP is struck off. Closing a company instead? See close a private limited company.