What is the right way to close Startups?
This is the section a generic closure page cannot write, because the answer changes with the LLP's own situation. Here it is for startups.
- RouteRule 37 strike off
- What is filedForm 24
- Filed withRegistrar, C-PACE
- Government fee₹500 flat, small LLP
Why the route matters more than the price. The exits are not interchangeable, and picking the cheap one when it does not apply is not a saving. Strike off under Rule 37 is available only where the LLP has nil assets and nil liabilities and every partner consents, and it offers no mechanism at all for realising an asset or distributing a surplus. Voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 exists precisely for the solvent LLP that still has a balance sheet, and it reaches an LLP because Section 3(7) of the Code defines a corporate person to include one. Where the LLP cannot pay, neither is available and the Code takes over.
And there is no fourth option of pausing. A private limited company that has gone quiet can take dormant status under Section 455, cut its filings to a fraction and keep its name for years. An LLP cannot: Section 455 has no analogue in the LLP Act, 2008 and was not among the provisions extended to LLPs by MCA notification G.S.R. 110(E) dated 11 February 2022. For startups registered in Karur, that means the route above is the decision, and delay is simply the expensive version of it.
What has to be cleared before anything is filed?
Every situation has one item that decides the timeline. For startups it is this one, which is why we check it in week one rather than at filing.
Startup residue and recognitions
The residue a startup leaves: unbilled receivables, a cloud subscription still charging, a domain on auto-renew, a co-working deposit and any recognition or benefit granted to the entity, which has to be surrendered rather than abandoned.
The mistake this situation makes most often
Founders who leave partner loans on the books. Money you put in to keep the LLP alive is a liability of the LLP to you, and it has to be repaid or waived in writing before the statement of accounts can read nil.
Alongside that, three national conditions apply to every LLP regardless of situation. Rule 37 of the LLP Rules, 2009 requires the LLP to be inoperative from the date of incorporation or inactive for at least one year, to have nil assets and nil liabilities on the date of the application, and to have the consent of all its partners. That last one is stricter than most people expect: it is all the partners, not a majority and not just the designated partners, so a single absent signature closes the voluntary route until it is resolved.
Rule 37(1A)(i) then sets the filing condition, and it is the provision most often misapplied. Overdue Form 8 and Form 11 have to be filed only up to the end of the financial year in which the LLP ceased to carry on its business or commercial operations. Later years are not required. An LLP that stopped trading in FY 2021-22 brings its filings current to FY 2021-22 and no further, and a quote covering every year to date is a quote for work the rule does not ask for.
The practical blocker nobody plans for is the DPIN. A designated partner who missed DIR-3 KYC has a deactivated number, and a deactivated Designated Partner Identification Number blocks every MCA filing, including the backlog you need to clear and the Form 24 you are trying to sign. Check every partner at the start; it takes minutes and it decides your timeline.
- A schedule of subscriptions, domains and deposits still live
- Written waivers for founder or partner loans
Every exit an LLP has, side by side
So you can see why the route above is the one that fits, and what changes if your situation is not quite what this page assumes.
| What you are comparing | Strike off, Rule 37 | Voluntary liquidation, Section 59 IBC | Insolvency resolution, IBC | Winding up, Section 64 |
|---|---|---|---|---|
| Governing law | LLP Rules, 2009 and Section 75 | Insolvency and Bankruptcy Code, 2016 | Insolvency and Bankruptcy Code, 2016 | LLP Act, 2008 |
| Main filing | Form 24 | Declaration of solvency and liquidator filings | Section 7, 9 or 10 application | Petition to the Tribunal |
| Decided by | Registrar, C-PACE | Tribunal, through a liquidator | Tribunal | Tribunal |
| LLP must be solvent | Yes | Yes | No | Not the test |
| Assets may remain | No | They are realised and distributed | Realised under the Code | Realised by the liquidator |
| Liabilities may remain | No | They are paid in full | Resolved under the Code | Settled in the winding up |
| Consent of all partners needed | Yes | No | No | No |
| Independent professional required | A certifier only | A licensed liquidator | A resolution professional | A liquidator |
| Government fee | ₹500 small LLP, ₹1,000 otherwise | MCA fees plus liquidator costs | Tribunal fee plus professional costs | Tribunal fee plus liquidator costs |
| Typical timeline | 2 to 4 months | 9 to 18 months | 12 months or more | 12 months or more |
| Chosen by you | Yes | Yes | No | Rarely |
| Reversible | Only by a Tribunal order under Section 252 | No | No | No |
| Right when | Nil assets, nil liabilities, everyone agrees | Solvent, but there is still a balance sheet | The LLP cannot pay its debts | Partners below two, or five years of default |
One frame to unlearn. Nearly every page on this subject still presents the choice as strike off against compulsory winding up by the Tribunal for an LLP that cannot pay its debts. That ground no longer exists. Section 64(c) of the LLP Act, 2008 was omitted by Section 254 of the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016, and debt-driven cases moved wholesale into the Code. What survives in Section 64 is a resolution of the LLP itself, partners reduced below two for more than six months, conduct against the sovereignty and integrity of India, five consecutive years of non-filing, and just and equitable grounds. A quote for a Section 64 winding up because an LLP owes money is drawn from a framework repealed a decade ago.
And one frame worth keeping. Because there is no dormant status, the comparison an LLP actually faces is not between two exits but between an exit and an annuity. Every year an inactive LLP survives costs a Form 8, a Form 11, their late-fee multipliers and the DIR-3 KYC of each designated partner. Priced over three years that is usually more than the closure, which is why "decide later" is the option that is never cheapest.
Documents for Startups
The standard Form 24 pack, plus what this particular situation is asked for. Keep every file as a clear PDF, and make sure the LLP name and LLPIN read identically across all of them.
- Application for striking off, with an authority to file signed by all the partners
- Written consent of every partner to the strike off
- Affidavit from the designated partners on state stamp paper
- Indemnity bond from the designated partners, notarised
- Statement of accounts showing nil assets and nil liabilities, certified and not earlier than 30 days before filing
- Latest income tax return acknowledgment, or a declaration where business was never commenced
- Initial LLP agreement and every supplementary agreement, where never filed
- Bank account closure confirmation for every account
- GST cancellation order and the GSTR-10 acknowledgment, where registered
- Form 8 and Form 11 acknowledgments up to the cessation year
- Class 3 digital signature and an active DPIN for every signing designated partner
- Certificate of incorporation, LLPIN, PAN and TAN
- A schedule of subscriptions, domains and deposits still live, for this situation
- Written waivers for founder or partner loans, for this situation
The statement of accounts has a 30-day clock, so it goes last
The statement showing nil assets and nil liabilities must be made up to a date not earlier than 30 days before Form 24 is filed. Prepare it too early and it expires while you are still chasing a GST cancellation order or a bank closure letter, and it has to be redone and re-certified. The sequence that works is: regularise the DPINs, clear the filings to the cessation year, cancel the registrations, close the bank accounts, and only then have the statement of accounts drawn up and certified.
How we close Startups, step by step
Eight steps. The first two decide whether the other six are worth starting, which is why they are free and come before any engagement.
Confirm the route
We test the LLP against every exit. For startups the answer is normally Rule 37 strike off, but the statement of accounts decides it, not the label.
Clear the blocker this situation carries
The residue a startup leaves: unbilled receivables, a cloud subscription still charging, a domain on auto-renew, a co-working deposit and any recognition or benefit granted to the entity, which has to be surrendered rather than abandoned.
Check the partners and the DPINs
That every partner will consent, that the LLP has not been below two partners for more than six months under Section 64(b), and that no designated partner has a deactivated DPIN, which would block every filing.
Clear the Form 8 and Form 11 backlog
Only up to the financial year the LLP ceased business, as Rule 37(1A)(i) requires. Later years are not filed, because they are not asked for and filing them is money spent for nothing.
Close the registrations
GST cancelled in Form REG-16 with GSTR-10 filed within three months of the order, the final income tax return filed, sector licences surrendered and every bank account closed.
Obtain consent and execute the pack
The written consent of all partners and the authority to file, then the affidavit and indemnity bond on state stamp paper, notarised, and the statement of accounts certified within the 30-day window.
Prepare and file
Form 24 is filed with the Registrar, C-PACE. For a strike off the government fee is a flat ₹500 for a small LLP and ₹1,000 for any other.
See it through to dissolution
We answer every query and objection raised during the one-month public notice and hand you the complete file afterwards, because the indemnity bond survives dissolution.
| Stage | What happens | How long it takes |
|---|---|---|
| Step 1: Route and eligibility | Nil balance-sheet test, the one-year condition, partner consent and every DPIN | 2 to 5 working days |
| Step 2: The blocker | Startup residue and recognitions, cleared before anything else starts | The variable that sets your timeline |
| Step 3: Backlog clearance | Overdue Form 8 and Form 11 filed to the cessation year only, plus DIR-3 KYC | 1 week to 6 weeks, by how far behind you are |
| Step 4: Registration closures | GST cancellation and GSTR-10, final income tax return, licences surrendered, accounts closed | 4 to 8 weeks, the GST cancellation order sets the pace |
| Step 5: Consent and execution | Consent of all partners, affidavit and indemnity bond on stamp paper, certified statement of accounts | 1 to 2 weeks |
| Step 6: Filing | Form 24 filed with the Registrar, C-PACE | 2 to 3 working days |
| Step 7: Notice and dissolution | The one-month public notice, then the strike-off notice or the Tribunal order | 1 to 2 months |
Not sure this is really your route?
Send us the LLPIN and the last statement of accounts. We will run the Rule 37 conditions, check every partner's DPIN and work out exactly which years of Form 8 and Form 11 the rule actually requires, before there is anything to pay.
What happens after the LLP is closed?
Dissolution ends the LLP. It does not end the partners' exposure, and it is not always the last word.
The LLP stops existing. On the strike-off notice the name leaves the register, the LLPIN becomes historical, any bank account still open is frozen, and the LLP can no longer contract, sue or be sued in its own name. Assets that were never dealt with beforehand do not pass to the partners; they become a problem that generally needs a restoration order to solve, which is the practical reason the route review at the top of this page matters.
The designated partners remain answerable. The indemnity bond filed with Form 24 is an undertaking to meet any liability that surfaces after dissolution, and it is exactly what a creditor or a tax officer produces when something undisclosed appears two years later. Because nobody independently audits a Rule 37 application, that bond is the whole of the state's protection. Keep the complete filing pack, including the certified statement of accounts and every clearance, for years rather than months.
Disqualification exposure now reaches designated partners. MCA notification G.S.R. 110(E) dated 11 February 2022 applied Section 164 of the Companies Act, 2013 to LLPs with effect from 1 April 2022, alongside Sections 90, 165, 167, 206(5), 207(3), 252 and 439. The disqualification risk that used to sit only with company directors now reaches the designated partners of a defaulting LLP, which is the strongest practical argument for closing deliberately rather than drifting.
Restoration, Section 252
A struck-off LLP can be restored by the Tribunal, because Section 252 was applied to LLPs from 1 April 2022. The ordinary window where the Registrar acted on its own motion is three years, and every overdue filing is a condition of the order.
Keep the pack for years
The strike-off notice, the indemnity bond, the certified statement of accounts and every clearance. Because the bond survives dissolution, this file is the only evidence the affairs were concluded properly.
Your DPIN stays yours
A Designated Partner Identification Number is not cancelled by a strike off. It stays allotted and DIR-3 KYC remains due annually for as long as you hold it.
Starting again is clean
A voluntary strike off leaves nothing preventing you from registering a new LLP or a company. Where a disqualification has attached under the applied Section 164, that has to run its course first.
Guides and resources
Longer reading on each route and each clearance, written by the team that files these applications with C-PACE every week.
Closing Startups: questions we are actually asked
Drawn from real search queries, the LLP Act, 2008, the LLP Rules, 2009, the Insolvency and Bankruptcy Code, 2016 and the applications we file every week.
An LLP cannot be paused, only closed or paid for
There is no dormant status in the LLP Act, so an abandoned LLP keeps accruing a late-fee multiplier on Form 8 and Form 11 and exposes its designated partners to penalties capped at ₹50,000 each. A deliberate exit costs less and ends cleanly. Professional fee from ₹7,999; government fees are billed separately at actuals.
Nebin Binoy 
