How is an LLP struck off the register?
An LLP that has never commenced business, or that has not carried on business for at least one year, may apply to the Registrar in Form 24 to have its name struck off. The application is not a winding-up before the Tribunal, and closing the bank account is a step in the application, not the striking-off itself.
When does Form 24 apply?
The form is for an LLP that is not the subject of a Tribunal application and that either never started business or stopped at least a year ago. All the partners consent. The statement of account shows nil assets and nil liabilities, certified by a chartered accountant, and it is not older than 30 days when the form is filed. The designated partners give an affidavit that the LLP has not been carrying on business, and an indemnity for any liability that later appears. A creditor’s no-objection is part of showing that nothing is owed.
What is filed before the application?
Form 8 and Form 11 that are overdue, up to the end of the financial year in which the LLP ceased to carry on business, are filed first. An agreement that was never filed is filed as well. The bank account is closed, and the bank’s letter confirming the closure is kept for the form. What those two annual forms are is on the Form 11 page and the post-incorporation page. This page does not set a late fee for them.
| Step | What it does |
|---|---|
| Form 8 and Form 11 | Bring the annual filings up to the year business ceased |
| Form 24 | Asks the Registrar to strike the name off |
| Tribunal winding-up | A different process. Not this form |
What does the Registrar do?
The Registrar publishes a notice. If no objection is sustained, the name is struck off and the LLP is dissolved on the publication of that striking-off. Until that publication the LLP has not been closed by a partner’s decision alone. An LLP still has at least two designated partners while it exists. How it was registered is on the LLP page.
Frequently asked questions
Four questions cover a trading LLP, the Tribunal, the annual forms, and the bank account.
Can a trading LLP use Form 24?
No. Form 24 is for an LLP that has not commenced business, or that has not carried on business for at least one year. An LLP that is still trading is not in that class. Stopping mid-year does not by itself make the form available.
Is Form 24 a Tribunal winding-up?
No. Winding up through the Tribunal is a different process under the LLP Act. Form 24 is an application to the Registrar to strike the name off.
Must Form 8 and Form 11 be current?
Yes. Returns that are overdue up to the end of the financial year in which the LLP ceased business are filed before Form 24. Skipping them does not close the LLP.
Does closing the bank account strike the name?
No. The account is closed before the application, and the bank’s letter is attached. The name comes off only when the Registrar strikes it off after notice.
Sources
An application to strike an LLP’s name off the register is Form 24 under the Limited Liability Partnership Rules, 2009. Winding up by the Tribunal is a separate chapter of the Limited Liability Partnership Act, 2008.