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Winding Up of LLP in India – Secretarial Practices for Closure of LLP under Sections 63–65 of the LLP Act 2008, Form 24 Strike-Off, Voluntary & Tribunal Routes, IBC Coordination & ROC Approvals
Winding up of an LLP is the formal process by which a Limited Liability Partnership ceases to exist — its assets are realised, liabilities are discharged, and its name is struck off the ROC register. The framework is provided by Sections 63–65 of the LLP Act 2008, the LLP (Winding Up and Dissolution) Rules 2012, and the Insolvency and Bankruptcy Code 2016 for compulsory cases. A defunct or dormant LLP can also exit via the simpler strike-off route under Rule 37 by filing Form 24 with the ROC.
Closure requires a partners' resolution, settlement of all dues, filing of pending Form 8 and Form 11, a statement of accounts not older than 30 days, an indemnity bond, an affidavit from designated partners, and consent / NOC from creditors and authorities. Our secretarial practice services for winding up of LLP cover the full chain — eligibility diagnostic, route mapping (strike-off vs voluntary winding up vs tribunal), pending compliance cleanup, Form 24 filing, liquidator coordination where required, ROC follow-through, and post-strike-off intimation to banks, lenders, GST, income tax, and partners.
Sec 63–65
LLP Act 2008 Provisions
Form 24
Strike-Off with ROC
Rule 37
LLP Rules 2009 – Defunct
All Partners' Consent
Mandatory for Closure
Laws & Forms We Work With
LLP Act 2008
Sec 63 – Winding Up Modes
Sec 64 – Tribunal Route
Sec 65 – Rules
LLP Rules 2009
Rule 37 – Strike-Off
Winding Up Rules 2012
Form 24
Form 8 / Form 11
IBC 2016
Income Tax Act
GST Act
MCA V3 Portal
LLP Winding Up Routes We Handle
Strike-Off
Form 24 Strike-Off (Defunct LLP)
Simplest exit route for defunct or non-operational LLPs — file Form 24 with affidavit, indemnity bond, statement of accounts, and ROC processes the strike-off without liquidator involvement.
- Rule 37 route
- Form 24 filing
- Indemnity bond + affidavit
- Statement of accounts (30 days)
- Pending Form 8 / 11 cleanup
- ROC strike-off order
Voluntary
Voluntary Winding Up
For solvent LLPs choosing to close — partners' resolution, declaration of solvency, appointment of LLP liquidator, asset realisation, creditor settlement, and final dissolution order.
- Sec 63 voluntary route
- Declaration of solvency
- Liquidator appointment
- Asset realisation
- Creditor settlement
- Final dissolution order
Tribunal
Compulsory Winding Up by NCLT
Tribunal-driven winding up under Sec 64 — for inability to pay debts, fraud, public-interest grounds, or persistent default — petition before NCLT and court-supervised liquidation.
- Sec 64 grounds
- NCLT petition
- Tribunal-appointed liquidator
- Court-supervised process
- Creditor / partner hearings
- Dissolution order
IBC Route
Insolvency under IBC 2016
For insolvent LLPs unable to pay debts — Corporate Insolvency Resolution Process or voluntary liquidation under IBC 2016, conducted by an Insolvency Professional under IBBI oversight.
- IBC 2016 framework
- IRP / RP appointment
- Public announcement
- Claims collation
- Resolution / liquidation
- IBBI compliance
Dormant / Never-Started
Closure of Never-Operational LLP
For LLPs that never commenced business or have been inactive since incorporation — straight Form 24 strike-off with simplified declaration of non-commencement.
- Never commenced declaration
- No bank-account confirmation
- NIL Form 8 / 11 (catch-up)
- Form 24 + indemnity
- Quick ROC processing
- Designated-partner sign-off
Conversion-Linked
Closure Pre-Restructuring
Winding up of a redundant LLP within a group — post-merger / demerger / conversion to private company — with asset transfer, partner-capital settlement, and ROC strike-off.
- Group-restructuring linked
- Asset / liability transfer
- Partner-capital settlement
- Tax-event tracking
- ROC strike-off
- Group-MIS update
Key Concepts in LLP Winding Up
Sec 63
Modes of Winding Up
Lays down the two primary modes — voluntary winding up by partners and compulsory winding up by Tribunal — applicable to all LLPs registered under the LLP Act 2008.
Voluntary
Tribunal
Sec 64
Tribunal Grounds
Lists the grounds on which the NCLT may order winding up — inability to pay debts, sub-minimum partner count for 6+ months, fraud, or public-interest grounds.
NCLT
Sub-2 Partners
Rule 37
Strike-Off (Defunct LLP)
LLP Rules 2009, Rule 37 enables a defunct or non-operational LLP to apply for striking off its name via Form 24 — a faster, lower-cost alternative to formal winding up.
Form 24
Defunct LLP
Form 24
Strike-Off Application
The core ROC e-form for striking off an LLP — filed with affidavit, indemnity bond, statement of accounts (within 30 days), and consent of all designated partners.
MCA V3
DSC Filing
Form 8 / 11
Pending Annual Filings
All overdue Form 8 (Statement of Accounts) and Form 11 (Annual Return) must be filed and additional fees paid before strike-off / winding-up applications are admitted.
Pre-Closure
Catch-Up
Indemnity
Indemnity Bond & Affidavit
Designated partners furnish an indemnity bond against future liabilities and an affidavit confirming no pending dues, litigation, or disputes — both notarised on stamp paper.
Notarised
Stamp Paper
IBC 2016
Insolvency Pathway
For insolvent LLPs — the Insolvency and Bankruptcy Code 2016 applies, with an Insolvency Professional appointed and process supervised by the NCLT and IBBI.
IRP / RP
IBBI
Liquidator
LLP Liquidator
In voluntary or tribunal-led winding up, a liquidator is appointed to realise assets, settle creditors, and distribute residue to partners as per the LLP Agreement and Rules 2012.
Realisation
Distribution
Our LLP Winding Up Services
Closure Eligibility Diagnostic
Health-check of the LLP — bank-account status, GST / IT pendency, pending litigations, ROC defaults, and partner consent — to map the optimal route (Form 24 / voluntary / IBC).
Pending Compliance Cleanup
Filing of all pending Form 8 and Form 11, payment of additional fees, GST / IT return catch-up, and resolution of ROC defaults to make the LLP strike-off eligible.
Form 24 Strike-Off Filing
End-to-end Form 24 preparation on MCA V3 portal — statement of accounts, affidavit, indemnity bond, partner consents, DSC affixation, and SRN tracking till strike-off order.
Voluntary Winding Up Support
For solvent LLPs — partners' resolution, declaration of solvency, liquidator engagement, creditor notices, asset realisation, and final dissolution filings under Rules 2012.
NCLT Tribunal Petition
Drafting and filing of Sec 64 winding-up petition before the NCLT, hearing representation, liquidator coordination, and dissolution-order follow-through.
IBC Liquidation Coordination
For insolvent LLPs — coordination with Insolvency Professional, public announcement, claim collation, CoC meetings, and IBBI / NCLT compliance under IBC 2016.
Statement of Accounts & Affidavits
Drafting of statement of accounts (NIL assets / liabilities not older than 30 days), partner affidavits, indemnity bonds on stamp paper, and notarisation coordination.
Tax / GST Closure
Surrender of GST registration (Form REG-16), final IT return, PAN / TAN cancellation strategy, and clearance certificates supporting the ROC strike-off.
Bank Account Closure
Closure of LLP current accounts, OD facilities, fixed deposits, NOC from banks, and bank-statement evidence pack required as annexure to Form 24.
Creditor & Lender NOCs
Coordination with creditors, lenders, secured charge-holders, and statutory authorities for NOCs and confirmation of nil-dues prior to filing.
Public Notice & Objections
Tracking of ROC public notice on the MCA portal, handling of any objections received during the 30-day window, and reply-drafting to avoid rejection.
Post-Strike-Off Records
Archiving final ROC strike-off order, partner-distribution records, IT / GST closure proofs, and a complete compliance file for future reference.
When You Need LLP Winding Up Support
Business Discontinued
LLP has stopped operations and partners want a clean exit without continuing annual ROC, GST, and IT compliance costs year after year.
Never-Started LLP
LLP was incorporated but never commenced business — Form 24 strike-off with simplified declaration is the fastest closure path.
Sub-Two Partner Default
Number of partners has fallen below the statutory minimum of 2 and remains so for 6+ months — a Sec 64 ground for winding up.
Inability to Pay Debts
LLP is insolvent and unable to meet creditor obligations — IBC 2016 voluntary or compulsory liquidation pathway is appropriate.
Group Restructuring
Redundant group LLP being closed post merger / demerger / conversion of business into a private limited company structure.
Partner Disputes
Irreconcilable partner disputes making continuation unviable — voluntary winding up or tribunal route depending on solvency.
ROC Default Pile-Up
Multiple years of pending Form 8 / Form 11, accumulated additional fees, and DPIN deactivation pushing partners towards a clean closure.
Tax / Audit Burden
Ongoing tax audit, GST, and statutory burden disproportionate to LLP's residual activity — closure is more efficient than maintenance.
Documents Needed for LLP Winding Up
LLP Records
- LLP Agreement (latest)
- Certificate of Incorporation
- PAN / TAN of LLP
- GST registration (if any)
- Bank account statements
- Latest Form 8 / Form 11
- DSC of designated partners
Closure Filings
- Partners' resolution
- Statement of accounts (30 days)
- Affidavit by designated partners
- Indemnity bond (notarised)
- Form 24 application
- Pending Form 8 / 11 (catch-up)
- GST surrender (REG-16)
Approval / Evidence
- Bank account closure proof
- Creditor / lender NOCs
- IT / GST clearance
- Stamp duty challan
- Notarised affidavits
- ROC strike-off order
- Public-notice reference
Our Engagement Process
1
Diagnostic & Route Mapping
LLP health-check across ROC, GST, IT, and bank fronts, eligibility test, and selection of optimal route — Form 24 / voluntary / NCLT / IBC — with cost-timeline estimate.
2
Compliance Cleanup
Filing of pending Form 8 / Form 11, GST and IT catch-up returns, resolution of ROC defaults, bank account closures, and creditor / lender NOC collection.
3
Drafting & Notarisation
Drafting statement of accounts, partners' resolution, affidavits, indemnity bonds, partner consents, and notarisation on appropriate stamp paper.
4
Form 24 / Tribunal Filing
Filing Form 24 on MCA V3 portal (or Tribunal / IBC route as applicable), DSC affixation, fee payment, SRN tracking, and ROC public-notice monitoring.
5
Strike-Off & Closure
ROC strike-off order, GST / PAN closure, partner distributions where applicable, and final compliance file with full audit trail of the closure.
Why Choose Us for LLP Winding Up
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End-to-end Form 24 specialists
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Pending compliance cleanup
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Tribunal / IBC route experience
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GST / IT closure coordination
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Indemnity bond & affidavit drafting
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Bank / creditor NOC handling
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Designated-partner liability shield
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Audit-ready closure file
FAQs on Winding Up of LLP
What is winding up of an LLP?
The formal process by which an LLP ceases to exist and its name is struck off the ROC register.
Which law governs LLP winding up?
Sections 63–65 of the LLP Act 2008, the LLP (Winding Up & Dissolution) Rules 2012, and the IBC 2016.
Which form is filed for striking off a defunct LLP?
Form 24, filed with the ROC under Rule 37 of the LLP Rules 2009.
Is consent of all partners required?
Yes — consent of all designated partners is mandatory before filing Form 24 or initiating winding up.
Are pending Form 8 and Form 11 to be filed first?
Yes — all overdue annual filings must be cleared before the ROC accepts a strike-off application.
Is bank account closure mandatory?
Yes — all LLP bank accounts must be closed and proof annexed to Form 24.
When is the NCLT route used?
For compulsory winding up under Sec 64 — inability to pay debts, sub-two partners, fraud, or public interest.
Does GST / PAN need to be surrendered?
Yes — GST registration is surrendered via REG-16 and PAN / TAN closure follows the strike-off.
How long does the closure typically take?
Form 24 strike-off usually takes 3–6 months; voluntary or tribunal routes can take 9–18 months.
When does the LLP cease to exist?
On issuance of the ROC strike-off order (or NCLT dissolution order in tribunal-led closures).
Compliance Cleared. Form 24 Filed. LLP Closed.
Partner with our secretarial-practice specialists for end-to-end winding up of your LLP — eligibility check, pending-filing cleanup, Form 24 strike-off, tribunal / IBC route, and clean closure file for FY 2026–27.
Talk to an LLP Closure Expert