How to Close a Private Limited Company or LLP — Form STK-2 & Form 24 Explained
An inactive company or LLP does not disappear merely because business has stopped. Review its remaining obligations and the available closure routes before deciding how to proceed. Formal dormant status for a company is different from simply being inactive.
Why "just stop filing" doesn't work
Inactivity alone does not remove filing and record-keeping obligations. Check company and LLP requirements separately. Additional filing fees depend on the form and applicable rules, and statutory penalties or other consequences require a separate assessment; one blanket daily rate should not be applied to both entities.
For a Private Limited Company: Form STK-2
An eligible company may apply in Form STK-2 under section 248 of the Companies Act, 2013. Review the statutory ground, applicable restrictions, extinguishment of liabilities, required approvals and outstanding filings before preparing the application. A company’s facts determine whether this route is available.
For an LLP: Form 24
LLP Form 24 is governed by section 75 of the LLP Act and rule 37 of the LLP Rules. MCA’s instruction kit states that an LLP not carrying on business or operations for one year or more may apply with all partners’ consent. Check liabilities, charges, pending forms, disputes and proceedings against the current form requirements.
Step-by-step process
- Eligibility check — identify the applicable company or LLP route and check its conditions against the entity’s records
- Approvals and consent — obtain the company and member approvals, or partner consents, required for the relevant route
- Dues settled, accounts closed — all liabilities cleared, bank accounts closed, and any pending annual filings brought up to date or specifically addressed in the application
- STK-2 / Form 24 filed — prepare the affidavits, indemnities, accounts and other attachments prescribed for the relevant form; the company and LLP document requirements differ
- Public notice period — the Registrar publishes a notice giving any objectors time to respond, before deciding on strike-off
Documents you'll need
- The approvals and consents required for the company or LLP closure route
- Affidavits and indemnities from the persons specified for the applicable form
- A statement of accounts meeting the form’s date and certification requirements
- Closed bank account proof
- Latest filed compliance forms, or an explanation for any pending ones
Strike-off vs. liquidation — they're not the same thing
Strike-off and liquidation follow different procedures. If assets, liabilities, disputes or creditor claims remain, check whether strike-off is available and whether another statutory closure or insolvency route needs to be considered.
Submission alone does not complete closure. Check the final authority record and address tax, GST, banking, record preservation and any continuing obligations separately. See our company and LLP closure guidance to discuss the appropriate route.
Official references: Companies Act, 2013, MCA STK-2 instruction kit and MCA LLP Form 24 instruction kit.
General closure guidance; eligibility and supporting documents require review under the current rules and form.