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When can LLPs be Struck Off

If a startup ceases to operate, and if it is not wound up as prescribed under the rules, then its name can also be struck off the Register of LLPs and it can be dissolved without following the winding up procedure.
The name of an LLP can be struck off under the following circumstances:

 If it has not carried out any business or operation for the last two years. In such a scenario, the Registrar can take action on its own. However, the LLP and its partners will have an opportunity to make a representation to the Registrar.


(ii) If it has not carried out business for the past one year or more. In this scenario, an application can be made to the Registrar with the consent of all the partners in Form 24.

Comparison between Striking off and Winding up



Winding up

Striking off


Winding up (either as a voluntary process or through intervention of the court) can be commenced at any point in time by the partners.

Striking off procedures can only be invoked if the LLP has not carried out business for a minimum period of time of one/ two years (as explained before in this note).


A liquidator is always required for the winding up process, for realization of assets by creditors.

A liquidator is not appointed under the striking off procedure.


No approval of the ROC is required for the winding up process.

In case of a voluntary winding up, the winding up process requires preparation of a report known as a solvency report which indicates whether the assets are sufficient to meet the liabilities.

In case of a winding up by the court, only a statement of affairs in the prescribed format is required to be presented. There is no requirement to present a report indicating that the assets are sufficient to meet the liabilities.

An LLP is required to obtain permission of the ROC before it is able to get its name struck off the register.

Although no formal report is required to be prepared, striking off can only be ordered by the Registrar once he is satisfied that sufficient provision has been made for the realization of all amount due to the creditors within a reasonable period of time.

However, the Registrar may require designated partners to provide personal undertakings in case the assets of the LLP are insufficient to meet its liabilities.


The assets of an LLP are not available after completion of the winding up process.

The assets of the LLP will be available for the payment of its liabilities and obligations even after the name of the LLP has been struck off.


Winding up is completed by the dissolution of the LLP, after which the LLP completely ceases to exist as a legal entity.

An LLP whose name has been struck off the Register of LLPs can still be wound up by the Court.


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