An LLP that stopped trading in Bengaluru three years ago and was never struck off is still a live entity on ROC Bengaluru's register. Form 11 and Form 8 keep falling due against it. The additional fee runs at ₹100 for every day of delay on each of those forms, and nothing caps it. The designated partners stay answerable for the lot, long after the last invoice went out. Closing the LLP formally is the only thing that stops the meter, and for an LLP whose registered office sits in Karnataka the run is more predictable than most partners expect.
Does a strike off apply to your Bengaluru LLP this year?
Two gateways lead to Form 24 and an LLP has to be through one of them. Either it has not carried on business or commercial operations for at least one year, or it was incorporated and never commenced business at all. A fair number of Bengaluru LLPs sit in that second group. A name was reserved, incorporation went through, and then the founders took a different route within months.
The test looks at the LLP, not at the people behind it. A partner who has already moved on to a private limited company does not shorten the one year. Nor does it help that the LLP was small, or that it never crossed a turnover worth reporting. What decides the answer is the date business actually stopped, and whether every partner will put consent in writing.
Strike off is the wrong instrument in three situations we meet often in Bengaluru:
- the LLP still holds a deposit, a receivable or equipment that has to be realised and shared out among the partners first
- creditors are outstanding, which points at a winding up with a liquidator rather than a Form 24 application
- one partner disputes the closure, in which case the consent requirement simply cannot be met
What has to be ready in your records before anyone can file?
The statement of account is the document everything else waits for. It has to show nil assets and nil liabilities, which means the bank account is closed before it is drawn up rather than after. Alongside it sit the consent of all partners, an affidavit and an indemnity bond from the designated partners, the LLP agreement with any supplement to it, and the acknowledgement of the last income tax return the LLP filed.
There is a Karnataka layer that national checklists leave out. If the LLP ever held a Karnataka GST registration it was liable for the ₹2,500 a year enrolment certificate under the state profession tax law, and cancelling the GST number does not by itself close that liability. Enrolment and registration both run on e-Prerana at ptax.karnataka.gov.in, administered by the Karnataka Commercial Taxes Department. Where the LLP had payroll, the registration certificate side needs its monthly Form 5-A statements settled too.
When can the application go in, and how is that date counted?
The one year runs from the date the LLP last carried on business, not from the date the partners agreed to shut it down. Bank statements, the final GST return and the last invoice raised usually fix that date faster than anyone's recollection of it does.
Overdue annual filings come first. Form 8 and Form 11 have to be brought up to the end of the financial year in which the LLP ceased business, and only then does Form 24 go in. That single rule is why a Bengaluru LLP that went quiet in 2022 and filed nothing since usually needs two or three years of returns before its closure application is even looked at.
The statement of account carries its own clock. It must be made up to a date no earlier than thirty days before Form 24 is filed, so it gets prepared last rather than first. After filing, the Registrar publishes the application for a month so that anyone with an objection can come forward.
What do the unfiled Form 8 and Form 11 cost?
The arithmetic is unkind because none of it is capped. Two forms, each running at ₹100 a day, against an entity nobody has opened in years.
| What was left open | Who is counting | What it costs |
|---|---|---|
| Form 11, the annual return | ROC Bengaluru | ₹100 for every day of delay, with no upper limit |
| Form 8, the statement of account and solvency | ROC Bengaluru | ₹100 for every day of delay, with no upper limit |
| Enrolment certificate never applied for | Karnataka Commercial Taxes Department | ₹500 for a person other than an employer, after a hearing |
| Registration certificate never applied for | Karnataka Commercial Taxes Department | ₹1,000 for an employer, after a hearing |
None of this is a reason to panic. It is a reason to stop paying for an entity you closed in your own head years ago. The winding up route, which is where an LLP holding real assets and creditors goes instead, is set out in our complete LLP closure guide for India.
How do we clear the backlog and file Form 24?
- We pull the LLP master data from MCA V3, list every filing missing since incorporation, and fix the date business actually stopped.
- We clear the backlog. Form 8 and Form 11 go in for each year up to the year the LLP ceased business, with the additional fee worked out to the day.
- We draft the consent, the affidavit and the indemnity bond, and have the statement of account certified inside the thirty day window.
- Form 24 is filed on MCA V3 against digital signatures we confirm are live before the run rather than after a rejection.
- Voluntary closure applications are handled through the MCA's centralised corporate exit processing route, C-PACE, rather than at the counter of your own registrar, and we file them for you. ROC Bengaluru remains the registrar the LLP sat on throughout.
Which Bengaluru LLPs get caught by this most often?
- A SaaS founder in Koramangala who registered an LLP first, incorporated a private limited company for the seed round, then left the LLP filing nothing for two years
- An aerospace components and testing venture at Yelahanka formed as an LLP with a technology partner, where the joint work never started and neither side wants the annual filings
- Two consultants who ran a design practice out of Indiranagar, closed the bank account when they took salaried roles, and assumed that was the end of the matter
- An IT services LLP in Whitefield that moved its work into a private limited company and forgot the older entity was still sitting on the register
- Partners who have left Bengaluru altogether and now find their digital signatures expired and their DPINs attached to an entity in default
What happens after you hand us a dormant LLP?
We close LLPs for Bengaluru clients most weeks, and the work is rarely just Form 24. It is the backlog underneath it, the bank account nobody shut, and the Karnataka registrations still open in the LLP's name. Our CA and CS team runs the ROC side and the state side together from our Bengaluru office in Kanak Nagar, so nothing is left for you to chase later. Closure starts at ₹5,999, and we tell you before we begin what the overdue filings will add. Jurisdiction follows your own registered address in Karnataka, never ours.