Striking off an LLP

Q: What should the members do before applying?

Collect and pay out. Collect debts, pay creditors and distribute what is left to the members under the LLP agreement. Anything still held by the LLP when it is dissolved passes to the Crown. Close the bank account once the final payments have cleared, since its balance is an asset. Deal with HMRC. Companies House's strike off guidance, written for companies but equally practical for LLPs, says to tell HMRC you are stopping being an employer, cancel VAT registration on ceasing to trade, and sort out any refunds first because HMRC cannot issue refunds to a dissolved body. Bring filings up to date. Outstanding accounts or confirmation statements are still owed while the LLP exists; see LLP filings at Companies House. Wait out the three months from the last trading activity or name change. For capital gains purposes, section 59A(3) of the Taxation of Chargeable Gains Act 1992 keeps the LLP transparent during a winding up following a permanent cessation, provided the winding up is not connected with tax avoidance and is not unreasonably prolonged. Transparency ends if a liquidator is appointed (section 59A(4)), which is worth weighing when choosing between strike off and liquidation.

Q: How might the timeline look?

Illustration only. A two member LLP issues its last invoice on 30 June. By the end of August it has collected its debts, paid its supplier and the final rent, and distributed the remaining cash to the two members. On 6 October, more than three months after it last traded, both members file the online application. That day they email and post copies to the LLP's former employee and to its accountant, who is still owed a final fee. The Gazette notice appears shortly afterwards, no one objects within two months, and the LLP is struck off and dissolved when the second notice is published.

An LLP that has stopped trading and has no further use can apply to Companies House to be struck off on form LL DS01, under section 1003 of the Companies Act 2006 as applied to LLPs. A majority of the members must apply (both members if there are two, or the sole remaining member), the fee is £13 online or £18 by post, and copies must go to every other member, employee, creditor and pension trustee within seven days. If nobody shows cause, the LLP is struck off and dissolved no sooner than two months after a notice in the Gazette.

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Which law applies to an LLP strike off?

LLPs do not have their own strike off code. Regulation 51 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 applies sections 1003 to 1011 of the Companies Act 2006 to LLPs, rewritten so that they refer to members rather than directors. Regulation 50 does the same for the registrar’s own power to strike off a defunct LLP under sections 1000 to 1002. The company version of the voluntary route is explained at striking off a company with DS01; this page covers what is different for LLPs.

Which LLPs can apply?

Under the modified section 1004, an application must not be made if, at any time in the previous three months, the LLP has:

changed its name;
traded or otherwise carried on business;
disposed for value of property or rights it held for disposal for gain in the normal course of its business;
engaged in any other activity, except one necessary or expedient for making or deciding on the application, for concluding the LLP’s affairs, or for complying with a statutory requirement.

Paying a liability incurred in the course of business does not count as trading (section 1004(2)). Section 1005 also bars an application while the LLP is subject to a court scheme of arrangement, a proposed voluntary arrangement, administration or an interim moratorium, a winding up or pending petition, a receiver or manager, or a judicial factor.

Making an application in breach of either section is an offence, punishable on indictment by a fine. Strike off is not a way to leave creditors unpaid: the form itself warns that any remaining assets pass to the Crown on dissolution. If an LLP owes money it cannot pay, a formal insolvency process is the right route.

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What should the members do before applying?

Collect and pay out. Collect debts, pay creditors and distribute what is left to the members under the LLP agreement. Anything still held by the LLP when it is dissolved passes to the Crown.
Close the bank account once the final payments have cleared, since its balance is an asset.
Deal with HMRC. Companies House’s strike off guidance, written for companies but equally practical for LLPs, says to tell HMRC you are stopping being an employer, cancel VAT registration on ceasing to trade, and sort out any refunds first because HMRC cannot issue refunds to a dissolved body.
Bring filings up to date. Outstanding accounts or confirmation statements are still owed while the LLP exists; see LLP filings at Companies House.
Wait out the three months from the last trading activity or name change.

For capital gains purposes, section 59A(3) of the Taxation of Chargeable Gains Act 1992 keeps the LLP transparent during a winding up following a permanent cessation, provided the winding up is not connected with tax avoidance and is not unreasonably prolonged. Transparency ends if a liquidator is appointed (section 59A(4)), which is worth weighing when choosing between strike off and liquidation.

Who signs the application and how is it filed?

The modified section 1003(1) lets the registrar strike an LLP off on application by a majority of the members, by both members if there are only two, or by the one remaining member if only one is left. All members count, not only the designated members. The application must contain a declaration by the applicants that neither section 1004 nor section 1005 prevents it.

Companies House’s online service handles LLP closures and costs £13. The paper form LL DS01 costs £18, payable by cheque or postal order to Companies House, and needs a continuation page if more members must authenticate it. The form warns that it is an offence to knowingly or recklessly provide false or misleading information.

Who must be sent a copy?

Section 1006 requires the applicants to make sure that, within seven days from the day the application is made, a copy is given to every person who at any time on that day is:

a member of the LLP (other than a member who was a party to the application);
an employee;
a creditor, which section 1011 says includes a contingent or prospective creditor;
a manager or trustee of a pension fund for the LLP’s employees.

Section 1007 extends the duty to anyone who becomes a member, employee, creditor or pension trustee while the application is pending, again within seven days. Under section 1008 a copy is given if delivered, left at the person’s proper address or posted there; for a creditor it can be sent to the place of business with which the LLP dealt. HMRC must be sent a copy if the LLP owes it anything.

Failing to notify is an offence. If it is done to conceal the application, it is an aggravated offence carrying up to seven years’ imprisonment on indictment. Companies House advises keeping proof of delivery or posting.

What happens after the application is filed?

The registrar publishes a notice in the Gazette inviting anyone to show cause why the LLP should not be struck off, and cannot strike it off until two months after that notice (section 1003(3)). Interested parties can object in that period; see objecting to a strike off. If no valid objection is made, the registrar strikes the LLP off and publishes a second notice, and the LLP is dissolved on that publication (section 1003(5)).

Dissolution does not wipe the slate clean. Section 1003(6) preserves any liability of every member, which can be enforced as if the LLP had not been dissolved, and the court can still wind up a struck off LLP. A dissolved LLP can be restored, for example by administrative restoration on form LL RT01; the company equivalent is explained at restoring a struck off company.

When must the application be withdrawn?

Under section 1009, a member must make sure the application is withdrawn at once if, before it is dealt with, the LLP changes its name, trades, disposes of property other than as needed for the application, engages in a non excepted activity, or becomes subject to an insolvency procedure or a petition. Withdrawal is by notice to the registrar (section 1010), on form LL DS02. Failure to withdraw is an offence.

How might the timeline look?

Illustration only. A two member LLP issues its last invoice on 30 June. By the end of August it has collected its debts, paid its supplier and the final rent, and distributed the remaining cash to the two members. On 6 October, more than three months after it last traded, both members file the online application. That day they email and post copies to the LLP’s former employee and to its accountant, who is still owed a final fee. The Gazette notice appears shortly afterwards, no one objects within two months, and the LLP is struck off and dissolved when the second notice is published.

What mistakes are common?

Applying within three months of the last sale or name change.
Getting only designated members to sign when the law requires a majority of all members.
Forgetting contingent creditors, such as a landlord with a claim for dilapidations.
Leaving cash in the LLP bank account, which then passes to the Crown.
Carrying on activity after applying and not withdrawing the application.

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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.