Section 75 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.
Section 75 lets the Registrar remove the name of an LLP from the register if he has reasonable cause to believe it is not carrying on business or operation. He must first give the LLP a reasonable opportunity of being heard, and the manner of striking off is left to the rules. If your LLP is dormant and you want to close it in an orderly way, our striking off of LLP service explains the options.
Where the Registrar has reasonable cause to believe that an LLP is not carrying on business or its operation, in accordance with the provisions of this Act, its name may be struck off the register "in such manner as may be prescribed". Before doing so, the Registrar shall give the LLP a reasonable opportunity of being heard. The 2021 Act did not amend this section.
The text of section 75
"Where the Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or its operation, in accordance with the provisions of this Act, the name of limited liability partnership may be struck off the register of limited liability partnerships in such manner as may be prescribed:
Provided that the Registrar shall, before striking off the name of any limited liability partnership under this section, give such limited liability partnership a reasonable opportunity of being heard."
| Element | What the section says |
|---|---|
| Who acts | The Registrar |
| Trigger | Reasonable cause to believe the LLP is not carrying on business or its operation, in accordance with the Act |
| Action | Name "may be struck off" the register |
| Manner | As prescribed by the rules |
| Safeguard | A reasonable opportunity of being heard before striking off |
Reading the trigger
The test is the Registrar's reasonable cause to believe. It is not proof of closure; it is a belief that has to rest on a reason. The section does not list what counts as reasonable cause, and it does not say how long the LLP must have been inactive. Do not assume that a particular number of years or a missed filing automatically triggers it; the text is silent.
The phrase "not carrying on business or its operation" is read with the closing words "in accordance with the provisions of this Act". The printed OCR copy reads slightly awkwardly; the sense is that the LLP is not carrying on business or operation as the Act contemplates. Check the official text if the exact wording matters to your case.
Because the word "may" is used, striking off is a power and not a duty. The Registrar is not obliged to remove every inactive LLP.
The hearing
The proviso is mandatory: "the Registrar shall, before striking off the name ... give such limited liability partnership a reasonable opportunity of being heard". An LLP that receives a notice should respond, because the notice is the chance to show that it is carrying on business or operation, or to correct its position. The section does not set the form of the notice or the number of days; these are in the rules. The LLP Rules, 2009 as amended provide the procedure; check the current rules.
The manner of striking off
Section 79(2) lists "the manner for striking off the names of limited liability partnerships from the register under Section 75" among the matters for rules. The rule itself and the form are covered in our post on Form 24 under Rule 37: striking off the name of an LLP, which deals with the application an LLP itself may make. Section 75, in contrast, is about the Registrar acting on his own belief. For the filing steps, see How to File LLP Form 24: Striking Off Application. Our post on striking off of an LLP and defunct LLP removal by the ROC shows the practice.
Striking off and the Tribunal
Striking off is not the same as winding up. Winding up is by the Tribunal or voluntary under sections 63 and 64; striking off is a register action by the Registrar. The Act as printed does not describe in section 75 what happens to the LLP's assets and liabilities after its name is struck off. The notifications printed in the OCR (see our article on section 67) include a modified Companies Act, 1956 provision on the effect of striking off, with "twenty years" changed to "five years"; we have not been able to read that clause clearly and do not summarise it, so check the notification and the current Companies Act, 2013 rule.
If an LLP has been struck off and later needs to be revived, our post on restoration of a struck-off LLP before the NCLT covers the route.
Defaults and winding up compared
An LLP in long default may be wound up by the Tribunal where the Statement of Account and Solvency or annual return has not been filed for five consecutive financial years (section 64(e)); see our article on sections 63 and 64. Striking off by the Registrar under section 75 is a separate power based on his belief that the LLP is not carrying on business or operation.
Example. Verma Interiors LLP stopped trading three years ago and has not filed returns. The Registrar sends it a notice proposing to strike off its name. The designated partners reply that the LLP is winding down and ask for time. Section 75 requires the Registrar to give the LLP a reasonable opportunity of being heard before striking off; the decision after that stays with him, within the rules.
What the 2021 Act did and did not change
The 2021 Act left section 75 untouched, apart from the general reference replacement in clause 2, which does not appear here. The related penalty provisions were changed (see section 74), but section 75 itself is as originally enacted.
Need help with a dormant LLP?
An inactive LLP still has filing duties until it is closed or struck off. Our striking off of LLP team can advise whether to apply for striking off yourself or respond to a notice from the Registrar.
Key takeaways
- The Registrar may strike off an LLP's name on reasonable cause to believe it is not carrying on business or operation.
- The LLP must first be given a reasonable opportunity of being heard.
- The manner of striking off is prescribed by rules, not stated in the section.
- The section sets no period of inactivity and no form of notice.
- The 2021 Act did not amend section 75.
Read next
- Sections 72–73: jurisdiction of Tribunal and Tribunal orders
- Sections 76–76A: offences by LLPs and adjudication of penalties
- Striking Off of LLP: Defunct LLP Removal by ROC
- How to Close an LLP in India: Step by Step
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.