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LLP Closure Fees in India (2026) : Complete Cost Breakdown for Form 24, Penalties & Professional Charges

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Imagine you started a Limited Liability Partnership a few years ago. It never really took off, or perhaps you pivoted to a different venture entirely. The business has been inactive for years, the bank account has zero balance, and there has been no revenue to report. Despite this silence, you keep receiving emails about late filing penalties and hearing from professionals about looming compliance notices. Many business owners find themselves stuck in this exact stressful loop. You are likely asking yourself if it is cheaper to just close the LLP or to try and revive it. There is also significant confusion regarding the actual expense involved. Founders often struggle to distinguish between the official government fee for Form 24 and the professional fees charged by experts to handle the process. The fear of massive penalties due to delayed filings and non-compliance is valid, but ignoring the problem will only increase the financial burden. In this guide, we will provide a transparent breakdown of the costs associated with closing an LLP in India in 2026. We will clarify the government fees, explain the penalty structures, and help you understand exactly what you need to pay to shut down your inactive business legally and permanently.

Ways to Close an LLP in India – And Why Fees Differ

The total cost to close your Limited Liability Partnership depends heavily on the specific legal route you choose. Different closure methods involve varying levels of procedural compliance, which directly impacts both the government fees and the professional charges involved.

  • Voluntary Strike-off (Form 24): This is the most common and cost-effective route for small or inactive businesses. It is governed by Rule 37 of the LLP Rules, 2009. If your LLP has ceased operations and has no assets or liabilities, you can apply to have its name struck off the register. This method is generally faster and involves less paperwork compared to other options.
  • Winding Up Through NCLT: This method involves the National Company Law Tribunal and is rare for small LLPs. It is typically reserved for complex situations where the LLP is insolvent, has significant liabilities it cannot pay, or is facing internal disputes among partners. This process is far more rigorous, time-consuming, and expensive than a simple voluntary strike-off.

Components of LLP Closure Fees

Understanding the breakdown of closure costs is essential to avoid overpaying. The total expense is not a single lump sum but a combination of statutory government fees, potential penalties for past non-compliance, and the professional charges for legal execution.

Government Filing Fee (Form 24 under Rule 37)

According to the LLP (Amendment) Rules, 2022, the official application fee for striking off a defunct LLP under Rule 37 is standardized based on the size of your business. The fee structure is as follows:

  • ₹500 – For Small LLPs
  • ₹1,000 – For Other LLPs

Who qualifies as a "Small LLP"? Your classification as a "Small LLP" is the deciding factor for both your filing fees and the severity of any penalties. Under the current regulations, an LLP is considered "Small" if it meets both of the following criteria:

  1. Contribution: Does not exceed ₹25 Lakhs.
  2. Turnover: Does not exceed ₹40 Lakhs in the immediately preceding financial year.

If your business crosses either of these thresholds, you fall into the "Other LLP" category, which attracts higher fees and steeper penalties for delays.

A Critical Note on Service Costs. It is common for founders to be confused by quotes found on various legal service websites. Many platforms summarize the closure cost as "starting from ₹500–₹1,000." Please note that this figure represents only the government challan fee. The final amount you pay will invariably be higher once the service provider adds their professional fees for drafting affidavits, verifying documents, and certifying the application.

Professional / Consultant Fees

While the government fee is fixed and nominal, the bulk of your closure expense often comes from the professional assistance required to navigate the legal paperwork. Closing an LLP is not as simple as clicking a button; it requires precise drafting of legal documents to protect the partners from future liability.

Professionals like Company Secretaries (CS) or Chartered Accountants (CA) typically charge between ₹5,000 and ₹15,000 for an end-to-end closure service. This fee generally covers:

  • Drafting the required affidavits and indemnity bonds.
  • Preparing the Statement of Accounts (Nil Assets/Liabilities) and getting it certified.
  • Drafting the partner resolutions.
  • Filing Form 24 on the MCA portal.
  • Liaising with the Registrar of Companies (ROC) if queries arise.

You may find online legal platforms advertising fixed closure packages starting from ₹5,999, but be sure to check if these include the costs for stamp paper, notary, and any pre-closure compliance filings, which are often billed as "extras."

Get your exact LLP closure compliance, cost and checklist in minutes- start now and we will file Form 24 to legally close your LLP hassle-free.

Cost of Clearing Pending ROC Compliances

This is the hidden cost that catches most founders off guard. You cannot simply file for closure (Form 24) if your LLP has pending annual returns. The law requires you to file all overdue Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) up to the financial year in which the LLP ceased operations.

  • Exception: If your LLP never commenced business since incorporation and has no bank account, you may be allowed to file for strike-off without filing all past years' returns, but this is subject to specific ROC approval.

For most inactive LLPs, you must pay two types of fees to clear this backlog:

  1. Base Filing Fee: A small nominal amount (e.g., ₹50 to ₹200) for each form, based on your contribution slab.
  2. Additional (Late) Filing Fees: This is where the cost explodes.

The "Multiplier" Effect on Late Fees Under the LLP Amendment Rules, late fees are no longer just a simple flat rate. They now operate on a tiered slab system based on how long the delay is.

  • For delays of a few months, you might pay 2 to 4 times the normal fee.
  • For delays extending beyond a year, the penalty hits the maximum bracket. For a "Small LLP," this can be 15 times the normal fee plus ₹10 per day for continued delay. For "Other LLPs," it can go up to 30 times plus ₹20 per day.

In plain language: If you have ignored filings for 2–3 years, the combined late fees for Form 8 and Form 11 can easily reach a 5-figure or even 6-figure amount.

The Risk of Adjudication Penalties Beyond just the late filing fees, the ROC has started aggressively issuing adjudication orders for non-compliance. Recent orders from 2024–25 have seen penalties of ₹1.5 Lakh to ₹5 Lakh imposed on LLPs and their partners for persistent failure to file statutory returns. This makes the cost of "ignoring it" far higher than the cost of paying the late fees to close it properly.

Miscellaneous Closure Costs

Beyond the primary government and professional fees, there are several smaller expenses that often catch business owners by surprise. These "hidden" costs are mandatory to complete the legal paperwork and ensure the application is not rejected on technical grounds.

  • Stamp Duty & Notary Charges: You cannot simply print the closure documents on plain paper. The Indemnity Bond and Affidavits required for Form 24 must be executed on non-judicial stamp paper. The value differs significantly by state (e.g., typically ₹100 to ₹500 for Indemnity Bonds in states like Maharashtra or Delhi). Additionally, these documents must be notarized by a public notary, which adds a small fee per document.
  • Digital Signature (DSC) Renewal: Since your LLP has been inactive, it is highly likely that the Designated Partners' Digital Signature Certificates (DSC) have expired. You cannot file Form 24 without a valid, active DSC. Renewing a Class-3 DSC for the partners typically costs between ₹1,000 and ₹2,000 per person.
  • DIN Reactivation (DIR-3 KYC): This is a common blocker. If the partners have not filed their personal DIR-3 KYC compliance in previous years, their Director Identification Numbers (DIN) will be "Deactivated." The MCA system will not allow a partner with a deactivated DIN to sign the closure form. Reactivating the DIN requires paying a penalty of ₹5,000 per partner, which is a strict government levy with no waivers.

Conclusion

Closing an inactive LLP is an expense that many founders wish to avoid, but delaying the decision is often the costliest option of all. While the official government fee for Form 24 is merely ₹500 or ₹1,000, the true financial impact lies in the accumulated late fees and the risk of adjudication penalties that grow daily. A few thousand rupees spent today on professional fees and compliance catch-up can effectively save you from a liability that could spiral into lakhs if left unchecked. The smartest financial move is to assess your total closure cost immediately, clear the necessary dues, and shut down the entity legally to prevent your dormant business from becoming an active debt trap.

Disclaimer: This information is for general purposes only. Prices are indicative and may vary based on your LLP’s pending ROC filings, penalties, DSC/DIN status, and state-wise stamp/notary charges- please consult our legal expert for an exact quote after eligibility review.

Frequently Asked Questions

Q1. Can I close my LLP without filing the pending Annual Returns (Form 8 and Form 11)?

No, you generally cannot. You must clear all overdue filings up to the date of cessation before the ROC will process your closure application, unless the LLP has never commenced business since incorporation and has no bank account.

Q2. How much does it really cost to close an LLP if I haven't filed returns for 2 years?

The cost will include the ₹500 or ₹1,000 government fee plus substantial late filing penalties for the missed years. For a delay of two years, the total expense often ranges between ₹15,000 to ₹40,000 depending on your capital contribution and whether you are a "Small LLP."

Q3. If my closure application (Form 24) is rejected, will I get a refund of the filing fee?

No, the government filing fee for Form 24 is non-refundable. If your application is rejected due to errors or missing documents, you must rectify the issues and file a fresh application with a new fee.

Q4. How long does the entire LLP closure process take?

The entire process typically takes between 3 to 6 months. This includes the time for ROC scrutiny and the mandatory one-month public notice period in the Official Gazette to invite objections.

Q5. What happens if I just ignore the inactive LLP and don't pay to close it?

Ignoring the LLP leads to daily penalties for non-filing that can accumulate into lakhs of rupees. The ROC may eventually strike off the LLP as "defunct" and disqualify the partners from holding directorships in other companies for five years.

About the Author
Adv. Malti Rawat
Adv. Malti Rawat Writer | Researcher | Lawyer View More

Malti Rawat is a law graduate who completed her LL.B. from New Law College, Bharati Vidyapeeth University, Pune, in 2025. She is registered with the Bar Council of India and also holds a bachelor’s degree from the University of Delhi. She has a strong foundation in legal research and content writing, contributing articles on the Indian Penal Code and corporate law topics for Rest The Case. With experience interning at reputed legal firms, she focuses on simplifying complex legal concepts for the public through her writing, social media, and video content.

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