Harun Raaj & AssociatesHarun Raaj & Associates
+91 93008 97008Contact
Company Law & MCA Compliance

LLP Dissolution — Voluntary & NCLT

LLP Dissolution

Start — upload documents, pay when ready →Talk to a CAWhatsApp us
SCOPEConfirmed in writing

Regulatory Framework

Two distinct dissolution routes apply to an LLP. (1) Administrative strike-off of a defunct LLP: Section 75, LLP Act 2008, read with Rule 37, LLP Rules 2009 (as amended), via Form 24 filed on the MCA V3 portal — available where the LLP has NIL assets and NIL liabilities, has ceased carrying on business, and has filed all overdue Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) returns and closed its bank account(s) before applying. (2) Winding up: Sections 63-65, LLP Act 2008, read with the LLP (Winding up and Dissolution) Rules 2012 — covering compulsory winding up ordered by the NCLT (grounds include inability to pay debts, or that it is just and equitable to wind up) and voluntary winding up initiated by the partners' resolution with a liquidator appointed, broadly analogous to a company's members' voluntary liquidation. A creditor whose debt was not settled may petition the NCLT under Section 75 to restore an LLP that was struck off, directing the outstanding debt to be satisfied on restoration. Note: an "LLP Rules 2017" is not a standalone regulation — Rule 37 of the 2009 Rules (as amended) remains the governing provision.

Overview

LLP dissolution is the closing of a limited liability partnership under the Limited Liability Partnership Act 2008 — the dissolution by agreement of the partners or on the grounds the Act provides, the settlement of the liabilities and the distribution of the assets, the filing of the Statement of Account and the Solvency in Form 8, and the application to the Registrar in Form 24 for the dissolution to be registered, after which the LLP ceases to exist. The dissolution is the orderly ending of the LLP's legal life, and it must be done in the manner the Act prescribes.

The dissolution is the end of the LLP's obligations and the beginning of the partners' final accounting. The LLP's creditors must be paid or settled, its assets distributed to the partners in the order of the priority the Act provides, its statutory defaults — the annual filings, the tax returns — cleared, and its dissolution applied for in the prescribed form. An LLP that is not formally dissolved remains a registered entity with the accumulated compliance and the liability.

The cost of an un-dissolved LLP is the zombie entity: the annual filings that accumulate, the penalties that accrue, the liabilities that attach to a company that is no longer running but never legally ended, and the partners who cannot cleanly move on.

This service is for LLPs and their partners closing the business. We review the LLP's obligations and the grounds for the dissolution, settle the liabilities and the assets in the order the Act provides, clear the pending filings and the defaults, prepare and file the Form 8 and the Form 24, and complete the dissolution so the LLP's legal life ends cleanly.

How It Works

  1. 1

    Obligations & Grounds Review

    We review the LLP's obligations and the grounds for the dissolution.

    Harun Raaj & Associates does this3-5 days
  2. 2

    Liability & Asset Settlement

    We settle the liabilities and distribute the assets in the prescribed order.

    Harun Raaj & Associates does this2-4 weeks
  3. 3

    Default Clearance

    We clear the pending filings, the returns and the defaults.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Form 8 & Form 24 Filing

    We file the Statement of Account and the dissolution application.

    Harun Raaj & Associates does this1-2 weeks
  5. 5

    Dissolution Registration

    We follow the application to the registration of the dissolution.

    Government2-6 weeks

Frequently Asked Questions

What is the difference between LLP dissolution under Section 63 and striking off under Rule 37 of LLP Rules 2017?
Dissolution under Section 63 of the Limited Liability Partnership Act 2008 is a winding-up process ordered by the National Company Law Tribunal (NCLT) on grounds such as just and equitable cause, inability to pay debts, or misconduct, and involves a formal liquidator and creditor settlement. Striking off under Rule 37(1) of the LLP Rules 2017 via e-Form 24 is an administrative closure available only to LLPs that are non-operational (i.e., have nil transactions for at least two consecutive financial years) and have no pending liabilities — it does not require NCLT intervention. Voluntary winding up under Section 64 of the LLP Act 2008 is available to solvent LLPs where partners pass a resolution to wind up and appoint a liquidator who files a final return. In practice, most LLPs use e-Form 24 (striking off) as it is faster and costs less, but it is ineligible if the LLP has outstanding statutory dues, pending litigation, or active creditors.
What steps and forms are involved in the voluntary winding up of an LLP under Section 64 of the LLP Act 2008?
Under Section 64 of the Limited Liability Partnership Act 2008, voluntary winding up commences with a majority resolution of partners to wind up; if the LLP is solvent, a declaration of solvency signed by a majority of designated partners is filed in Form 19 within 15 days of the resolution. The partners then pass a second resolution within 14 days appointing a liquidator and fixing remuneration. The liquidator realises assets, discharges liabilities, and files Form 20 (statement of accounts and list of creditors) within 15 days of completing liquidation. A final meeting of partners is held and Form 22 (notice of final meeting) is filed with the Registrar of Companies within 15 days. The Registrar, on being satisfied, strikes off the LLP from the register, which is published in the Official Gazette under Section 75 of the LLP Act 2008.
What tax clearances and compliances must be completed before an LLP can be dissolved?
Before dissolution, the LLP must file all pending Income Tax returns under Section 139 of the Income Tax Act 1961 (≡ §263/§349, IT Act 2025) for all financial years up to the year of closure, including a final return for the partial year of dissolution if applicable. A 'No Objection Certificate' or tax clearance is not formally required by the MCA for e-Form 24 (striking off), but the Registrar may call for proof of no pending tax demands, and an outstanding income tax demand renders the Form 24 application liable to rejection. GST registration must be cancelled under Section 29 of the CGST Act 2017 with a final return in Form GSTR-10 filed within 3 months of cancellation order. PF registration cancellation and final PF settlement must also be completed and confirmed by EPFO, and TAN surrender must be made with the jurisdictional TDS office by filing a surrender request under Section 203A of the Income Tax Act 1961.
How are capital gains and losses from LLP dissolution treated in the hands of partners?
When an LLP is dissolved and assets are distributed to partners, the distribution is treated as a transfer under Section 2(47) of the Income Tax Act 1961 for AY 2026-27 and earlier. However, Section 47(ii) exempts the distribution of capital assets by a firm/LLP to its partners on dissolution from capital gains tax in the hands of the LLP; the partner instead computes capital gains when they eventually sell the asset received, with the cost of acquisition being the LLP's book value at the time of distribution per Section 49(1). If cash distributed exceeds a partner's capital account balance, the excess may be treated as deemed income under Section 28(va) if it represents compensation for certain obligations. The dissolution itself does not attract any tax in the LLP's hands on distribution, but any asset sold by the LLP before dissolution triggers capital gains taxable in the LLP's final return.
What happens to pending LLP annual filings and penalties if the LLP has not filed Form 8 and Form 11 for several years?
An LLP that has defaulted on annual filing of Statement of Account and Solvency (Form 8) and Annual Return (Form 11) under Sections 34 and 35 of the LLP Act 2008 accumulates late fees at ₹100 per day per form with no cap, as confirmed under Rule 37(1A) of LLP Rules 2017 inserted in 2018. Before filing e-Form 24 for striking off, all overdue Form 8 and Form 11 returns must be filed and all late fees paid; the e-Form 24 application requires an affidavit and indemnity bond signed by all designated partners confirming NIL assets and liabilities, which is inconsistent with having unresolved ROC arrears. The Ministry of Corporate Affairs periodically announces condonation schemes for LLPs (such as the LLPsettlement scheme) that waive late fees on belated filings; checking for any live scheme before filing can significantly reduce the compliance cost of dissolution.

Ready to get LLP Dissolution — Voluntary & NCLT?

File a request in under 2 minutes. Our team contacts you within 24 hours.

Start — upload documents, pay when ready →