Form 24 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
An LLP that is no longer doing business can ask the Registrar to strike its name off the register by applying in Form 24. Section 75 of the LLP Act, 2008 gives the Registrar the power, and rule 37 of the Limited Liability Partnership Rules, 2009 sets the conditions, the notice, the order and the effect. If you want the application, partner consents and follow-up handled, our striking off of LLP team can run the process.
Under rule 37(1)(b), an LLP that has not carried on any business or operation for one year or more may apply to the Registrar in Form 24, with the consent of all partners. Under rule 37(1)(a) the Registrar may act on his own motion where the LLP has been inactive for two years or more and he has reasonable cause to believe so. Notice allows one month for representations (rule 37(1)). On the Registrar's order and its publication in the Official Gazette, the LLP stands dissolved (rule 37(3)), but designated partners' liability continues (rule 37(5)). This page explains the Rules as notified in 2009. Forms, fees and time limits have been amended since, so check the MCA portal.
What the Act says
Section 75 lets the Registrar, with reasonable cause to believe an LLP is not carrying on business or its operation, strike its name off "in such manner as may be prescribed", after giving the LLP a reasonable opportunity of being heard. Rule 37 is that manner. See section 75: striking off the name of a defunct LLP.
What rule 37 prints (as notified in 2009)
| Provision | What it says |
|---|---|
| Rule 37(1)(a) | LLP not carrying on any business or operation for two years or more, and the Registrar has reasonable cause to believe it: for the purpose of taking suo motu action |
| Rule 37(1)(b) | LLP not carrying on any business or operation for one year or more that has made an application in Form 24 with the consent of all partners |
| Rule 37(1), notice | The Registrar sends a notice to the LLP and all its partners of his intention to strike off, asking for representations with copies of relevant documents within one month from the date of the notice |
| First proviso | No such notice by the Registrar is required under clause (b) |
| Second proviso | An LLP regulated under a special law must accompany its application with the approval of the regulatory body constituted or established under that law |
| Rule 37(2) | The notice, or the contents of the LLP's application, is placed on the website of the Ministry of Corporate Affairs for one month |
| Rule 37(3) | After the time in the notice, or the one month under sub-rule (2), the Registrar may, unless cause to the contrary is shown or he is satisfied the name should not be struck off, order the name struck off and publish notice in the Official Gazette; on publication the LLP stands dissolved |
| Rule 37(4) | If he believes the LLP has any asset or liability, he satisfies himself that provision is made for realising dues and discharging liabilities, and may obtain undertakings from those in charge of management; assets stay available for liabilities even after the order |
| Rule 37(5) | Every designated partner's liability continues and may be enforced as if the LLP had not been dissolved |
| Rule 37(6) | The Tribunal's power to wind up an LLP whose name has been struck off is not affected |
The printed Form 24 is headed "Application to the Registrar for striking off name" and refers to rule 37(1)(b). The 2009 form is out of date and its fields are not described here. Rule 37 prints no fee; check the current fee on the portal.
The two routes
The suo motu route (rule 37(1)(a)) needs two years or more of inactivity and reasonable cause to believe it. The application route (rule 37(1)(b)) needs one year or more, Form 24 and the consent of all partners, not a majority.
The rule contains an oddity you should know about. Its opening words say the Registrar "shall send a notice" in both cases, while the first proviso says no such notice is required under clause (b). The rule does not reconcile the two. Rule 37(2) separately puts the contents of an application on the Ministry's website for one month. The safe approach is to expect a public notice period of one month in either route and to read the current MCA instructions for what the portal does.
Step by step for an application
- Confirm no business or operation for one year or more (rule 37(1)(b)). The rule does not define "business or operation" or say how inactivity is evidenced.
- Obtain the written consent of all partners.
- If the LLP is regulated under a special law, attach the regulator's approval (second proviso).
- Settle assets and liabilities as far as possible (rule 37(4)).
- File Form 24 on the MCA portal with the current fee.
- Watch the one-month periods (rule 37(1), (2)).
- Order and Gazette. The LLP is dissolved only when the Gazette notice is published (rule 37(3)).
Example. Lotus Crafts LLP, with partners Anil and Beena, has had no business for more than a year. Both sign a consent and the LLP files Form 24. Only after the notice period, the Registrar's order and the Gazette notice is the LLP dissolved.
What rule 37 does not say
The rule is silent on whether pending annual filings (see Form 8 and Form 11) must be made before applying, and on how long the Registrar takes. Do not assume either; read the current portal instructions. The rule ends with an Explanation about "the period of 30 days from the date of order", but no thirty-day period is printed in rule 37, so this page states none.
After striking off
Designated partners remain liable (rule 37(5)) and the Tribunal can still wind up the LLP (rule 37(6)). For revival see restoration of a struck-off LLP; for closure in general see how to close an LLP in India.
Common mistakes
- Applying without the consent of all partners (rule 37(1)(b)).
- Applying before one year of inactivity has run.
- Assuming dissolution on filing; it follows the Gazette notice (rule 37(3)).
- Believing striking off ends the designated partners' liability (rule 37(5)).
Need help striking off an LLP?
Our striking off of LLP service checks that the conditions in rule 37 are met, prepares the partners' consent and Form 24, and follows the matter through the notice period.
Key takeaways
- Form 24 is the application for striking off (rule 37(1)(b)); one year or more of no business or operation; consent of all partners.
- Suo motu action needs two years or more (rule 37(1)(a)).
- One month for representations and for website notice (rule 37(1), (2)).
- Dissolution follows the Gazette notice (rule 37(3)); designated partners' liability continues (rule 37(5)).
- Forms, fees and time limits have been amended since 2009; check the portal.
Read next
- Rule 37: striking off the name of a defunct LLP
- Form 24 under rule 37: striking off the name of an LLP
- Striking off of an LLP: defunct LLP removal by the ROC
- Section 63 and 64: winding up and dissolution
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009 (G.S.R. 229(E)) and the LLP Act, 2008, as consulted on 2 October 2026. The Rules have been amended since, so current forms, fees and time limits must be checked on the MCA portal. This article is general information, not legal advice.