Voluntary Strike-Off Under Section 248: LLP and Company Comparison

Closing a business that no longer trades is just as important as starting one. An inactive company or LLP that sits on the register keeps accruing annual compliance obligations, late fees, and the risk of director or partner disqualification. The cleanest legal exit for a defunct entity is voluntary strike-off, the simplified removal of the entity's name from the official register.

For companies, the route runs through Section 248 of the Companies Act 2013. For Limited Liability Partnerships, it runs through Section 75 of the LLP Act 2008 read with Rule 37 of the LLP Rules 2009. Both now flow through the same centralised authority, but the forms, fees, resolutions, and notice periods differ in meaningful ways. This guide breaks down the voluntary strike off Section 248 LLP company comparison in full, so you can choose the right path and avoid procedural rejections.

What Voluntary Strike-Off Actually Means

Voluntary strike-off is a streamlined mechanism that lets the promoters of an inactive entity ask the authority to remove its name from the register. Once removed, the entity is dissolved and ceases to exist as a legal person. It is not the same as winding up or liquidation, which involve appointing a liquidator, realising assets, settling creditors, and obtaining a Tribunal order. Strike-off is reserved for entities that are genuinely defunct, with no assets to distribute and no liabilities to pay.

The logic is the same for both companies and LLPs: if the business has stopped trading and has cleaned up its books, there is no public interest in keeping it on the register. The state would rather de-register it cleanly than chase it for perpetual annual filings it will never make. The differences lie in the procedure, and that is where most applicants stumble.

Eligibility: Who Can Apply

The threshold question is whether the entity qualifies at all. The two regimes use similar but not identical inactivity tests.

Company Eligibility Under Section 248(2)

A company can apply for voluntary strike-off if any of the following apply:

• It has failed to commence business within one year of incorporation, or
• It has not been carrying on any business or operation for the two preceding financial years and has not applied for dormant status under Section 455.

Before applying, the company must have extinguished all its liabilities. Critically, Section 249 bars the application if, in the previous three months, the company changed its name, shifted its registered office to another state, disposed of property or rights held for value in the normal course of trade, engaged in activity other than what is necessary for closure, or filed for amalgamation or winding up.

LLP Eligibility Under Rule 37

An LLP can apply in Form 24 if it has not carried on any business or commercial operation for one year or more. It must also have:

• Closed its bank account(s) and obtained a closure statement,
• Filed all overdue annual returns in Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) up to the financial year in which it ceased operations,
• No pending liabilities, litigation, or assets.

If an LLP simply stops filing and never applies, the Registrar can strike it off on its own motion after two consecutive financial years of inactivity, but a voluntary application gives the partners control over the process and the indemnity terms.

The Company Strike-Off Process, Step by Step

The Section 248 route involves more internal governance than the LLP route because a company has a board and shareholders.

1. Board resolution: The board passes a resolution authorising the strike-off application and the disposal of any remaining bank balances toward liabilities.
2. Clear liabilities: Settle all dues including statutory liabilities, close bank accounts, and obtain a no-objection where required.
3. Special resolution: Obtain shareholder approval through a special resolution (75 percent majority) or consent of members holding at least 75 percent of paid-up share capital.
4. File MGT-14: File the special resolution in Form MGT-14 with the Registrar within 30 days of passing it.
5. File STK-2: Submit Form STK-2 to C-PACE with the 10,000 rupee fee, attaching the indemnity bond (STK-3), affidavit (STK-4), statement of accounts (STK-8) not older than 30 days, the board and special resolutions, and a statement regarding pending litigation.
6. Public notice: C-PACE issues a notice in Form STK-6, published in the Official Gazette, inviting objections within 60 days.
7. Final strike-off: If no valid objection is received, C-PACE issues the strike-off notice in Form STK-7, the name is removed from the register, and the company stands dissolved.

The LLP Strike-Off Process, Step by Step

The Form 24 route is leaner because an LLP is governed by an agreement among partners rather than a shareholder structure.

1. Cease operations and clear dues: Stop all business activity, settle liabilities, and close the LLP's bank accounts.
2. File overdue returns: Bring Form 8 and Form 11 up to date for the year of cessation; without these, C-PACE will reject the application.
3. Partner consent: Obtain the written consent of all partners to apply for strike-off. No special resolution or MGT-14 is required.
4. Prepare documents: Draft the indemnity bond and affidavit from each designated partner, a statement of accounts disclosing nil assets and liabilities (not older than 30 days), and a copy of the LLP agreement.
5. File Form 24: Submit Form 24 to C-PACE with the 500 rupee fee.
6. Public notice: The authority publishes a notice in the Official Gazette inviting objections within 30 days.
7. Final strike-off: Absent objections, the LLP's name is struck off and it stands dissolved.

C-PACE Versus Regular RoC Strike-Off

Until 2023, strike-off applications went to the entity's jurisdictional Registrar of Companies, and processing times varied widely, often stretching beyond two years. The Ministry of Corporate Affairs introduced C-PACE (Centre for Processing Accelerated Corporate Exit) to fix this.

C-PACE became operational for company strike-offs in May 2023. The amendment via Notification GSR 475(E), effective 27 August 2024, extended C-PACE to LLPs, amending Rule 37 to designate it as the authority for striking off LLP names. The result is a single, uniform processing window for both entity types. Reported timelines have fallen from over two years to a matter of months. This is a procedural shift, not a change in the underlying eligibility tests or documentation, but it makes timely closure far more realistic.

Side-by-Side Comparison Table

The table below summarises the key differences between company and LLP voluntary strike-off as they stand for FY 2026-27.

Documents Required for Each Route

Document quality is where most rejections originate. Both regimes demand statements of accounts that are not older than 30 days from the date of application, so timing matters.

For a Company (STK-2)

• Indemnity bond from every director in Form STK-3, duly notarised.
• Affidavit from every director in Form STK-4.
• Statement of accounts in Form STK-8, showing nil assets and liabilities, certified and not older than 30 days.
• Certified copy of the special resolution along with the Form MGT-14 challan.
• Board resolution authorising the application.
• Statement regarding any pending litigation against the company.

For an LLP (Form 24)

• Indemnity bond from each designated partner.
• Affidavit from each designated partner declaring nil liabilities.
• Statement of accounts (nil assets and liabilities) not older than 30 days.
• Consent of all partners to the strike-off.
• Copy of the LLP agreement and any amendments.
• Copies of overdue Form 8 and Form 11 if these were the final filings due.
• Bank account closure statement.

Restrictions After Filing and the Section 249 Bar

Once a strike-off application is submitted, the entity must not trade or dispose of assets except to wind up its affairs. For companies, Section 249 goes further: it disqualifies a company from even applying if, in the immediately preceding three months, it has changed its registered office across states, disposed of trading property, altered its name, or carried on activity beyond closure-related actions. Applicants who restructure right before applying often find their application is invalid. The clean approach is to let the entity sit dormant and untouched for the qualifying period, then file.

Liability Does Not Disappear After Strike-Off

Strike-off dissolves the entity, but it does not erase accountability. Under Section 250 of the Companies Act 2013, the liability of every director, manager, officer, and member continues as if the company had not been dissolved, and can be enforced as though dissolution had not occurred. For LLPs, partners remain answerable for obligations incurred before the strike-off. The indemnity bond signed by directors or partners is precisely the instrument the authority relies on to recover from them if a claim surfaces later. Treat the indemnity as a real, enforceable promise, not a formality.

Revival After Strike-Off

If an entity is struck off but later needs to be restored, perhaps because it had undisclosed assets, an aggrieved creditor, or the strike-off was erroneous, revival is possible.

• Companies: An appeal lies to the National Company Law Tribunal under Section 252, generally within three years of the strike-off order. The Tribunal can order restoration if it finds the company was operating at the time of strike-off or that restoration is otherwise just.
• LLPs: Restoration is sought from the Tribunal under the LLP Act framework, generally within twenty years from the publication of the strike-off notice.

Revival is contentious and costly, which is why a properly executed voluntary strike-off, with honest disclosures and cleared liabilities, is far preferable to a careless one that invites a restoration challenge.

Which Exit Is Right for Your Entity?

You do not get to choose between Section 248 and Rule 37 freely; the route is determined by your entity type. A private limited company or One Person Company uses Section 248 and STK-2. An LLP uses Rule 37 and Form 24. What you can control is whether you keep an idle entity alive or close it cleanly. If a structure has served its purpose, voluntary strike-off through C-PACE is now fast enough and cheap enough that there is little reason to leave a defunct entity accumulating penalties.

If you are still planning your structure, the choice between entity types affects future exit too. Compare a private limited company, an OPC, and an LLP not just on setup but on the cost and effort of winding down. Ongoing obligations also matter, so factor in annual compliance when deciding what to incorporate.

Conclusion

Voluntary strike-off is the most efficient legal exit for a genuinely inactive business. The voluntary strike off Section 248 LLP company comparison comes down to a handful of practical differences: companies pay a 10,000 rupee STK-2 fee, need a special resolution and MGT-14, and face a 60-day Gazette notice, while LLPs pay 500 rupees, need only partner consent and clean Form 8 and Form 11 filings, and face a 30-day notice. Both now run through C-PACE, which has compressed timelines dramatically. Whichever route applies to you, the recipe for success is the same: confirm eligibility, clear every liability, prepare accurate and current documents, and remember that strike-off ends the entity but not the personal accountability of those who ran it.