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The 11 documents required to close an LLP in India — what each one is, how long it takes to prepare, and the four common rejection reasons
There are two ways to read a guide on LLP closure. One is to read about the methods — strike-off, voluntary winding up, the NCLT route — and decide which one fits your situation. The other is to assume you've already decided and to focus instead on the documents you'll need to produce, sign, and submit. This guide is for the second reader.
If you're at the stage where the decision is made (most likely strike-off under Rule 37, since that's the path for ~80% of inactive LLPs in India), the practical question becomes: what does the document pack actually look like, and what trips it up?
The honest answer is that the documents are not difficult to produce — they are unforgiving when produced incorrectly. A statement of accounts dated 31 days before filing, a DSC of one designated partner that expired last month, and a creditor NOC that's verbal instead of written — any of these will send the application back from the ROC for re-filing. And re-filing means another 4–6 weeks of waiting plus continuing compliance costs on a dormant entity.
For the broader strategic question of which closure path to take (Strike-Off vs Voluntary Winding Up vs NCLT/IBC) and the related cost/timeline picture, the comprehensive guide to closing an LLP in India covers it. This guide focuses on the document layer.
For a strike-off application under Rule 37 (Form 24), the document pack has eleven distinct items. Each is required, each has its own preparation lead time, and each has at least one common failure mode.
A clean closure that follows this list end-to-end typically takes 4–6 months from start to ROC strike-off notification. Most of the time is spent in pre-filing housekeeping (GST cancellation, bank account closure, and creditor NOCs) — not in the Form 24 review itself.
The LLP Agreement and every subsequent amendment must be attached. The ROC checks two things: that stamp duty was paid on the agreement and every supplementary deed and that the most recent agreement is signed by all current partners.
Where founders trip: an LLP that has gone through partner changes — additions, exits, and capital changes — may have unstamped or unsigned supplementary deeds in the file. This is the kind of thing the original CS or CA may have flagged years ago, and then everyone forgot about. Pull the agreement and every amendment and confirm stamp duty was paid for each one. If not, pay the deficit stamp duty and notarise before filing Form 24.
The statement of accounts certified by a practising chartered accountant must be dated within 30 days of the filing date. This is the most commonly missed detail.
What the statement must show: that the LLP has no assets, no liabilities, and no operations. If there are residual assets (cash in the closed bank account, receivables, or fixed assets), they must be either liquidated or distributed before the CA signs the statement. If there are residual liabilities, they must be settled and NOCs obtained from creditors.
The statement also explicitly attests that the LLP has been inactive for at least the past one financial year — this is the eligibility test for Rule 37 strike-off.
Lead time: 5–10 working days to prepare after you've cleaned up assets and liabilities. Do not get this signed until you're filing within 30 days. A statement aged out of the 30-day window forces a re-sign.
The current account of the LLP must be closed, and the bank must issue a closure certificate confirming the account was closed on a specific date with no residual balance.
This sounds simple. In practice, it's where most timelines slip. Indian banks take 2–4 weeks to close a current account — they review the last 12 months of statements, confirm there are no pending instruments (cheques, NACH mandates, overdrafts), and only then issue the certificate.
Practical sequencing: close the bank account after liabilities are settled (so you don't need a working account to pay creditors) but before the statement of accounts is signed (so the statement can confirm a zero bank balance). Don't close it too early, or you'll need to re-open it for last-mile transactions.
Every year's Income Tax Return (ITR-5 for LLPs) must be filed up to the year of closure. Missing returns block the strike-off.
Two specific issues to watch:
The final-year ITR must be filed even if there was no income — a nil return covering the period from the start of the FY to the closure date.
Form 26AS reconciliation must be clean. Any pending TDS issues — TDS deducted by clients but not reflected in Form 26AS, or TDS deducted by the LLP but not deposited — must be resolved before filing Form 24. The ROC will check.
The two annual ROC filings — Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) — must be filed for every year up to and including the year of closure application.
If there's a backlog, you have to clear it first. Each unfiled form attracts a penalty of ₹100 per day with no upper cap — meaning a 3-year backlog on Form 8 alone can run into ₹1 lakh or more per form. The ROC will require these to be cleared before accepting the strike-off application.
There's no shortcut. Clear the backlog first, pay the penalties, then file Form 24.
This is often the longest single blocker in an LLP closure timeline.
The sequence:
GST cancellation typically takes 4–8 weeks depending on whether the GST officer raises queries. Start this before any of the other closure work — it sets the critical path.
Each designated partner must sign an affidavit (on stamp paper, notarised) declaring the following:
Common failure modes: wrong stamp paper denomination, missing notary stamp, format that doesn't match the prescribed Form 24A. Use a practising CS or CA to draft the affidavits – the rejection rate from DIY affidavits is high.
A separate indemnity bond, also on stamp paper, in which the Designated Partners collectively undertake to indemnify any person who may suffer loss as a consequence of the strike-off.
This is a meaningful legal commitment, not a formality. If a creditor or claimant surfaces after the LLP is struck off, the designated partners can be personally liable up to the amount of the claim. Get legal advice on the language; don't copy a template found online without review.
A written resolution of all partners (Designated Partners and any non-designated partners) consenting to the strike-off application. Format:
In early-stage LLPs, this resolution is often missing because partner-level decisions were taken verbally or by email. Don't skip it — paper it formally before filing.
If the LLP had any creditors at any point in the past year, a No Objection Certificate from each creditor is required, confirming that all dues have been settled and they have no objection to the strike-off.
Practical points:
The Digital Signature Certificate (DSC) and Director Identification Number (DIN) of every Designated Partner must be active at the time of filing.
DSCs typically have a 1–2 year validity and lapse silently — particularly for partners who haven't been actively signing documents. Check the DSC validity at least 2 weeks before the planned filing date. Renewal takes 2–5 days; emergency renewal can be done in 24 hours but at a higher cost.
DIN deactivation is rarer but happens if DIR-3 KYC wasn't filed in a recent year. Check this on the MCA portal before the filing window.
If you start tomorrow, here's a realistic 60-day plan for the document pack:
After Day 60, the ROC review takes another 4–6 weeks (including a 30-day public notice window), so the full closure timeline is roughly 4–6 months from the day you start.
About 30% of strike-off applications are returned to the applicant for re-filing. The four most common rejection reasons:
The first is a stale stale statement of accounts — dated more than 30 days before filing. Fix: have the CA re-sign a fresh statement. Cost: minor, but it delays the filing window.
The second is incomplete attachments — affidavits missing, indemnity bond not on stamp paper, and NOC scans not legible. Fix: re-file with complete attachments. Cost: 4–6 weeks of delay.
The third is pending ROC or ITR filings. Fix: clear the backlog first, with penalties. Cost: depends on backlog age; can run into ₹1–3 lakh.
The fourth is active GST registration. Fix: cancel GST and file GSTR-10 before re-filing Form 24. Cost: 4–8 weeks.
The pattern: every rejection costs 4–6 weeks plus additional professional fees. A clean first filing is materially cheaper than two rejected ones.
For broader context on compliance discipline for foreign-owned subsidiaries that often share similar closure challenges, see our compliance checklist for foreign companies in India. For the tax side of closure (final ITR, capital gains, GST reversal), our complete income tax consultant guide for Indian startups is the right companion read.
If you've got a dormant LLP that's been on your books for a year and you'd rather close it cleanly than carry compliance costs indefinitely, our Mumbai-based tax team handles every document on this list end-to-end — from GST cancellation to Form 24 acceptance. Talk to a Tax Consultant →. 30 minutes, no commitment.
What documents are required to close an LLP in India?
Eleven items in the standard pack: LLP agreement + amendments, CA-certified statement of accounts (within 30 days of filing), bank closure certificate, ITR acknowledgements, ROC filing acknowledgements, GST cancellation + GSTR-10, Designated Partners' affidavits, indemnity bond, partners' consent resolution, creditor NOCs, and active DSC + DIN of designated partners.
How long does it take to gather all the LLP closure documents?
Realistically 6–8 weeks for a clean LLP. The longest single blocker is GST cancellation (4–8 weeks). Bank account closure (2–4 weeks) and creditor NOCs (1–3 weeks) are the next longest.
What is Form 24 for LLP closure?
Form 24 is the application to the ROC for striking off the name of an LLP from the register under Rule 37 of the LLP Rules, 2009. It must be filed with the document pack above and digitally signed by a designated partner and certified by a practising CS / CA / CMA.
Can I close an LLP if I have pending ROC filings? No. All Form 8 and Form 11 filings must be cleared (with applicable penalties of ₹100/day with no upper cap) before the strike-off application is accepted.
What happens if my statement of accounts is more than 30 days old?
The Form 24 application will be rejected. You'll need the CA to sign a fresh statement and refile. The original filing fees are lost.
Do I need a CA or CS to file form 24?
Form 24 must be certified by a practising professional — Chartered Accountant, Company Secretary, or Cost Accountant in practice. The professional verifies that the document pack is complete and accurate before certification.
What is GSTR-10, and when must it be filed?
GSTR-10 is the final GST return filed after GST registration cancellation. It must be filed within 3 months of the cancellation order. Missing GSTR-10 attracts a default summary assessment of ₹10,000 minimum and blocks LLP closure.
Can a designated partner refuse to sign the closure affidavit?
Yes — and if any designated partner refuses, the strike-off cannot proceed. The remaining partners must then either remove the dissenting partner (a separate ROC process) or pursue voluntary winding up under Sections 63–64 of the LLP Act.
Is the indemnity bond a real legal commitment?
Yes. Designated Partners can be personally liable up to the value of any claim that surfaces after closure, even years later. Don't sign templates without legal review.
How long must I retain documents after the LLP is closed?
Eight years from the date of dissolution, as required by Section 34 of the LLP Act and Section 44AA of the Income Tax Act. The strike-off notification, statement of accounts, ITR, GST cancellation certificate, and bank closure certificate are the critical ones to preserve.
Closing an LLP cleanly is not a single act of filing — it's the orderly assembly of eleven documents, each with its own preparation lead time and its own failure modes. The founders who close LLPs without pain are the ones who treat it as a 60-day project, not a one-week errand. The ones who try to compress it usually file twice.
If you're at the stage where the decision is made, work backwards from the filing date and start the GST cancellation today. Every other document follows.
