LLP Strike Off — Form 24

Rule 37(1) of the Limited Liability Partnership Rules 2017 permits an LLP to apply for strike off if it has not commenced business since incorporation or has ceased to carry on business for at least two immediately preceding financial years. The LLP must have no outstanding liabilities — including pending income tax demands, GST dues, PF/ESIC arrears, or any pending litigation. The application is filed jointly by all designated partners in e-Form 24 accompanied by an affidavit and indemnity bond. An LLP that has received any consideration for goods or services, held any bank balance above ₹10,000, or has any pending prosecution under the LLP Act 2008, is not eligible for e-Form 24 and must instead opt for voluntary winding up under Section 64 of the LLP Act 2008.

e-Form 24 requires the following mandatory attachments under Rule 37 of the LLP Rules 2017: a statement of accounts (prepared and certified by a Chartered Accountant and not older than 30 days from the date of application) disclosing nil assets and nil liabilities; an affidavit individually signed by all designated partners confirming that the LLP has not commenced or has ceased business, has no pending liabilities, and no pending litigation; an indemnity bond signed by all designated partners undertaking to indemnify any person in case a liability arises after strike off; and a copy of the Income Tax return acknowledgment (ITR-V) filed for all financial years if the LLP has had any transactions. All designated partners must affix their DSC (Digital Signature Certificate) on Form 24, and the form must be certified by a practising Company Secretary or CA.

Before filing e-Form 24, the LLP must file all pending Income Tax returns under Section 139 of the Income Tax Act 1961 (≡ §263/§349, IT Act 2025) for every assessment year since incorporation; if the LLP has had zero income, a NIL return must still be filed. GST registration (if obtained) must be cancelled under Section 29 of the CGST Act 2017 and a final return in Form GSTR-10 must be filed within 3 months of the cancellation order; an un-surrendered GST registration blocks ROC processing of e-Form 24. If TAN was obtained, a formal TAN surrender request must be submitted to the jurisdictional TDS Assessing Officer under Section 203A of the Income Tax Act 1961. The statement of accounts attached to e-Form 24 must show nil income and nil expenditure for the period(s) during which the LLP has claimed to be non-operational, failing which the Registrar may reject the application.

After e-Form 24 is filed and the Registrar of Companies accepts it, the Registrar issues a public notice calling for objections under Rule 37(3) of the LLP Rules 2017 in the Official Gazette and on the MCA21 website. If no objections are received within 30 days of the notice, the Registrar strikes off the LLP's name from the register and publishes the dissolution in the Official Gazette under Section 75 of the LLP Act 2008. The entire process typically takes 4-6 months from filing to final strike-off order. Once struck off, the LLP ceases to exist as a legal entity, but designated partners remain personally liable for any liability that surfaces post-strike-off for a period of 20 years under the indemnity bond, and any assets inadvertently held at the time of dissolution vest in the Central Government under Section 74 of the LLP Act 2008.

Yes — under Section 75 of the Limited Liability Partnership Act 2008, the NCLT has the power to order restoration of a struck-off LLP to the register within 20 years from the date of dissolution, on an application made by any partner or creditor. The application must demonstrate that the LLP was carrying on business at the time of strike off, or that it was just and equitable to restore it. On restoration, the LLP is deemed to have continued in existence as if it had never been struck off, and the NCLT may impose such conditions as it thinks fit, including filing of all pending returns and payment of all outstanding dues. If the Registrar struck off the LLP under Rule 37A (suo motu) for non-filing of annual returns (as opposed to voluntary e-Form 24), a simpler administrative revival process may be available for a limited window under any condonation scheme notified by MCA.