Can an LLP be dormant

Q: What else must a dormant LLP keep doing?

Confirmation statement. Regulation 30 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 applies section 853A, so every LLP must deliver a confirmation statement within 14 days after the end of each review period. See the confirmation statement explained. Member changes. Changes in members still have to be notified to Companies House within 14 days. Accounting records. Even a dormant LLP must keep adequate records, and under the modified section 388 they must be preserved for three years from the date they are made.

Q: How does this work in practice?

Illustration only. Two members form an LLP on 1 March to hold a name for a planned consultancy. They open no bank account and the only payment is the confirmation statement fee, which one member pays personally. The LLP is dormant since formation and can file a dormant balance sheet with the section 480 statements. In year two the members each pay in £500 of capital and the LLP pays a website invoice. From then on it has significant accounting transactions and is not dormant, so it needs full accounts prepared on the small LLPs regime and, if small, the section 477 audit exemption instead.

An LLP is dormant for Companies House purposes during any period in which it has no significant accounting transaction, meaning nothing that section 386 of the Companies Act 2006 (as applied to LLPs) requires it to record in its accounting records. A dormant LLP must still prepare and file annual accounts and confirmation statements, but it can usually claim exemption from audit under section 480 and file a simple balance sheet with no profit and loss account.

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What does dormant mean for an LLP?

Most of the Companies Act 2006 accounting rules reach LLPs through the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911). Regulation 53 applies section 1169 in a modified form. An LLP is dormant during any period in which it has no significant accounting transaction, and a significant accounting transaction is one that section 386 requires to be entered in the LLP’s accounting records.

Section 386, as applied by regulation 6 of the same Regulations, requires day to day entries of all money received and spent and a record of assets and liabilities. In practice almost any movement of money or value counts: a bank account opened with a member’s deposit, a payment of professional fees, interest received, or an asset transferred into the LLP.

Only three kinds of payment are disregarded under the modified section 1169(3):

a fee to the registrar on a change of the LLP’s name;
a penalty under section 453 for late filing of accounts;
a fee to the registrar for registering an annual return (Companies House guidance now describes this as the confirmation statement fee).

Companies House guidance on LLP accounts also lists fees for re registration of an LLP among the items that can be ignored.

How is this different from a dormant company?

The company version of section 1169 also disregards the subscribers paying for their shares on formation. The LLP version contains no equivalent. An LLP has no share capital, and the modified section does not exclude members’ capital contributions, so if the members pay in capital when the LLP is formed, that payment is a transaction that must be recorded and the LLP is not dormant for that period.

This is the most common reason an LLP that has never traded still fails the test. Members who want a genuinely dormant LLP, for example to protect a name, should avoid putting money through it at all. For the company rules, see dormant company accounts.

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Which accounts must a dormant LLP still file?

Companies House states that all LLPs must deliver accounts every year, including dormant LLPs, whether they trade or not. Dormant status changes what goes in the accounts, not whether they are needed.

Under Companies House guidance, dormant LLP accounts delivered to the registrar do not need a profit and loss account. They must contain:

a balance sheet with a statement, above the designated member’s signature and printed name, that the LLP was dormant throughout the accounting period;
the previous year’s figures for comparison, even though there is no income or expenditure in the current year;
certain notes to the balance sheet.

The guidance also makes clear that the right to deliver a dormant balance sheet to Companies House does not change the LLP’s obligation to prepare full accounts for its members. The deadline is the same as for any other LLP: nine months after the end of the accounting reference period for accounts other than the first. The same late filing penalties apply, rising from £150 for accounts up to one month late to £1,500 for more than six months, and Companies House warns that the registrar may strike off an LLP that appears no longer to be carrying on business. The wider filing rules are covered in LLP accounts: what must be filed.

When can a dormant LLP skip the audit?

Regulation 35 of SI 2008/1911 applies sections 480 and 481. A dormant LLP is exempt from audit for a financial year if either:

it has been dormant since its formation; or
it has been dormant since the end of the previous financial year, it is entitled to prepare accounts under the small LLPs regime (or would be, but for being a member of an ineligible group), and it is not required to prepare group accounts for that year.

Under section 481 as applied, the exemption is not available if at any time in the year the LLP was a traded LLP, an authorised insurance company, a banking LLP, an e money issuer, a MiFID investment firm or a UCITS management company, or carried on insurance market activity.

To claim it, Companies House guidance says the balance sheet must carry statements above the designated member’s signature that, for the year, the LLP was entitled to exemption under section 480 of the Companies Act 2006 as applied by the 2008 Regulations, and that the members acknowledge their responsibilities for accounting records and the preparation of accounts. An LLP that qualifies as small should add the statement that the accounts have been prepared under the small LLPs regime. The broader small LLP exemption is explained in Can an LLP claim audit exemption.

Is there a filing exemption for a dormant subsidiary LLP?

Yes. Regulation 19A applies section 448A, so the designated members of a subsidiary LLP need not deliver its individual accounts if it has been dormant throughout the year and its parent is established under the law of any part of the UK. Every member must agree, the parent must give a guarantee under section 448C, and the LLP must be included in the parent’s consolidated accounts, with the exemption disclosed in the notes. Within the filing period the designated members deliver the written notice of agreement, the parent’s statement of guarantee (Companies House form LL AA06), and copies of the consolidated accounts, the auditor’s report and the consolidated annual report.

Companies House explains that the guarantee covers all liabilities of the subsidiary outstanding at the end of the financial year until they are satisfied, so a parent should only give it with that in mind. Section 448B excludes the same regulated categories as section 481, and employers’ associations.

What about tax for a dormant LLP?

For tax, an LLP is usually transparent. Section 863 of the Income Tax (Trading and Other Income) Act 2005 treats its activities as carried on by the members in partnership, but only if the LLP carries on a trade, profession or business with a view to profit. Transparency continues under section 863(3) during a temporary cessation, or during a winding up after a permanent cessation, if the winding up is not for tax avoidance reasons and is not unreasonably prolonged. It ends when a liquidator is appointed or a winding up order is made.

HMRC’s Partnership Manual at PM131450 says an LLP that does not carry on a business with a view to profit is regarded as a body corporate and is itself chargeable to corporation tax on any taxable profits or gains, and PM131460 says the company compliance rules then apply. An LLP that has never traded, or has stopped permanently and is not being wound up, may therefore fall outside the partnership return regime, while one that has paused temporarily stays within it. It is worth checking what notices HMRC has issued and replying to them rather than assuming that dormant for Companies House means nothing to file with HMRC. The same split arises for companies; see dormant for Companies House vs dormant for HMRC.

What else must a dormant LLP keep doing?

Confirmation statement. Regulation 30 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 applies section 853A, so every LLP must deliver a confirmation statement within 14 days after the end of each review period. See the confirmation statement explained.
Member changes. Changes in members still have to be notified to Companies House within 14 days.
Accounting records. Even a dormant LLP must keep adequate records, and under the modified section 388 they must be preserved for three years from the date they are made.

How does this work in practice?

Illustration only. Two members form an LLP on 1 March to hold a name for a planned consultancy. They open no bank account and the only payment is the confirmation statement fee, which one member pays personally. The LLP is dormant since formation and can file a dormant balance sheet with the section 480 statements. In year two the members each pay in £500 of capital and the LLP pays a website invoice. From then on it has significant accounting transactions and is not dormant, so it needs full accounts prepared on the small LLPs regime and, if small, the section 477 audit exemption instead.

What mistakes come up most often?

Assuming members’ capital paid on formation is ignored, as shares are for a company.
Leaving out comparatives or the dormant statement, so the accounts are rejected and penalties run.
Using section 480 after a year in which the LLP was not dormant throughout, without checking the small LLP conditions.
Forgetting that a dormant subsidiary guarantee exposes the parent to the subsidiary’s liabilities.
Treating Companies House dormancy as settling the HMRC position.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.