Dormant LLP accounts: example and how to file

In short: An LLP is dormant when it has no significant accounting transactions in its financial year. It still files accounts at Companies House: a balance sheet with last year's figures and the section 480 audit exemption statements above a designated member's signature, with no profit and loss account (GOV.UK: LLP accounts guidance, section 12). There is no LL AA02 form.

Key facts (checked on 27 October 2026)

When is an LLP dormant?

An LLP is dormant during any period in which it has no "significant accounting transaction": a transaction that section 386 of the Companies Act 2006 requires it to enter in its accounting records (SI 2008/1911 reg 53, applying s.1169 to LLPs). Only certain Companies House fees and late filing penalties are ignored.

Section 386, applied to LLPs by regulation 6, says the records must contain "all sums of money received and expended by the LLP". Almost any money moving through the LLP's bank account therefore counts, including capital paid in by members, which is not on the LLP list of disregarded payments. GOV.UK's LLP accounts guidance, section 12 lists the payments you can ignore as Registrar fees for a change of LLP name or for filing confirmation statements (or annual returns), and a civil penalty for filing accounts late.

Any transaction the LLP must record ends dormancy for that financial year. GOV.UK section 12.5 says the LLP "might have to submit full accounts" for that year, though it "might qualify for exemptions as a small LLP" (GOV.UK: LLP accounts guidance). The LLP accounts example and the LLP audit exemption guide cover those accounts. Dormancy can restart: the modified section 480(1)(b) exempts an LLP dormant since its previous year end if it is entitled to the small LLPs regime, or would be but for being in an ineligible group, and needn't prepare group accounts (SI 2008/1911 reg 35).

What goes in dormant LLP accounts?

Dormant LLP accounts for Companies House contain a balance sheet with last year's comparative figures, certain notes, and statements above the designated member's signature and printed name. GOV.UK says they "do not need to include a profit and loss account", and they do "not affect the LLP's obligations to prepare full accounts for its members" (GOV.UK: LLP accounts guidance, 12.2).

Five statements sit above the signature. The modified section 475 requires an audit-exempt LLP's balance sheet to carry "a statement by the members to that effect" above the signature (SI 2008/1911 reg 33), regulation 12 requires a small LLPs regime statement there too (reg 12), and GOV.UK section 12.2 asks for a statement that "the LLP was dormant throughout the accounting period". A small LLP that doesn't deliver a profit and loss account "must state this on the balance sheet" (section 9.5). The responsibilities statement is strictly required only for the section 477 exemption, but GOV.UK section 12.3 asks for it on dormant accounts too.

What does a dormant LLP balance sheet look like?

A dormant LLP balance sheet is short: the assets the LLP still holds, what it owes its members, the two totals the LLP SORP asks for, then five statements and a designated member's signature. The example below is an illustration with invented round figures for a fictional LLP, not a template to copy unchecked.

Example Design LLP (fictional) stopped trading in 2024. £200 of members' capital stayed in a business account that pays no interest and charges no fees, and nothing went in or out in the years to 31 December 2025 or 31 December 2026. Its LLP agreement lets a retiring member take their capital back and pays no interest on capital, so the LLP has no unconditional right to refuse repayment, and the capital doesn't meet the conditions of the puttable instruments exception; the LLP SORP therefore classes it as a liability within "loans and other debts due to members" (LLP SORP 2026, para 34B). That SORP applies to periods beginning on or after 1 January 2026 (para 133).

Example Design LLP: balance sheet at 31 December 2026 (illustration)

The LLP was dormant throughout the accounting period ended 31 December 2026.

For the year ending 31 December 2026 the LLP was entitled to exemption from audit under section 480 of the Companies Act 2006 (as applied to LLPs) relating to dormant LLPs.

The members acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 (as applied to LLPs) with respect to accounting records and the preparation of accounts.

These accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

In accordance with section 444 of the Companies Act 2006 (as applied to LLPs), the profit and loss account has not been delivered to the registrar.

Approved by the members on [date] and signed on their behalf by [printed name], designated member.

The lines follow Format 1 in Schedule 1 to the small LLP regulations: cash at bank is item B.IV, "Loans and other debts due to members" item J and "Members' other interests" item K, which is left out because paragraph 5 bars a heading with no amount in either year (SI 2008/1912 Schedule 1). The LLP SORP adds "Net assets attributable to members" and the memorandum "Total members' interests": items J and K less any amounts due from members in debtors (LLP SORP 2026, para 58). If the LLP had an unconditional right to refuse repayment, and no obligation to pay interest or another return on the capital, the £200 would sit under item K instead (para 34B). GOV.UK asks for "certain notes" without listing them.

Dormant, micro or small: which LLP accounts do you need?

Dormant accounts suit only an LLP with no significant accounting transaction all year. An LLP with any transaction that meets two of the three micro-entity limits (turnover £1m, balance sheet £500,000, 10 employees for years beginning on or after 6 April 2025) can prepare micro-entity accounts; otherwise the small limits apply (GOV.UK: LLP accounts guidance, sections 8 and 9).

For earlier years the limits were £632,000 and £316,000 (micro) and £10.2m and £5.1m (small), with the same employee numbers (GOV.UK: LLP accounts guidance). An LLP dormant only since its previous year end must also be entitled to the small LLPs regime, or be outside it only because it is in an ineligible group, and must not be required to prepare group accounts (SI 2008/1911 reg 35). Micro-entity LLPs applying FRS 105 are outside the LLP SORP (LLP SORP 2026, para 3).

Is there an AA02 dormant accounts form for LLPs?

No. Companies House has no LL AA02. Its list of LLP forms shows only two accounts forms: LL AA01 to change the accounting reference date and LL AA06 for a parent undertaking's guarantee of a subsidiary LLP (GOV.UK: Companies House forms for LLPs). A dormant LLP files dormant accounts under the small LLP rules instead.

The LLP forms list was last updated on 12 November 2025. What a dormant LLP delivers is the balance sheet with comparatives, notes and the statements in GOV.UK sections 9.5 and 12. LL AA01 can still change the year end, but only before the filing deadline for the period being changed: "If your accounts are overdue, it is too late to change your ARD" (LLP accounts guidance, sections 1.3 to 1.4).

Can you file dormant LLP accounts online?

Not through Companies House's own online accounts service. GOV.UK says "Limited liability partnerships can only file certain package accounts using this service" (GOV.UK: File your accounts). A dormant LLP files through commercial accounts software that submits to Companies House, or sends the signed accounts on paper.

Companies House's page on filing information online lists only "Package accounts" for LLPs, and paper accounts must arrive "in plenty of time before your filing deadline". The steps are the same either way:

1. Check a full year of bank statements for any transaction outside the disregarded list.
2. Prepare the balance sheet with comparatives, notes and the five statements.
3. The members approve; a designated member signs for all of them (SI 2008/1911 reg 12).
4. File through software, or post signed paper accounts well before the deadline.
5. Keep the members' full accounts with the LLP's records.

Companies House has said companies must file accounts using software from 1 April 2028. It has not yet confirmed the date for LLPs: its 23 October 2026 announcement speaks of "all UK registered companies", and the LLP guidance promises "at least 21 months' notice". Nothing yet requires the person filing to have verified their identity; presenter measures come "no earlier than November 2027" (GOV.UK: transition plan).

When are dormant LLP accounts due?

Dormant LLP accounts are due 9 months after the accounting reference date, like other LLP accounts, so a 31 March 2026 year end is due by 31 December 2026. First accounts covering more than 12 months are due 21 months after registration or 3 months after the year end, whichever is longer (GOV.UK: LLP accounts guidance, section 5).

Example Design LLP's accounts for the year to 31 December 2026 are due by 30 September 2027. GOV.UK section 12.4 says "The same penalties for late filing apply to dormant accounts": £150 up to 1 month late, £375 up to 3 months, £750 up to 6 months and £1,500 after that, doubled if the previous year's accounts were also late (Companies House: late filing penalties). A weekend deadline doesn't move: section 5 says "it is still a legal requirement to file your accounts by that date". The LLP accounts deadline guide covers extensions.

Does a dormant LLP still have to file an SA800?

Only if HMRC asks for one. A partnership return is required by a notice that an HMRC officer gives to the partners under section 12AA of the Taxes Management Act 1970 (legislation.gov.uk: TMA 1970 s.12AA). If a notice to file arrives for a year the LLP was dormant, either file the SA800 or ask HMRC to withdraw the notice.

A partner sent a notice "may request HMRC to withdraw the notice" before the withdrawal period ends, but not once a return has been delivered (TMA 1970 s.12AAA). An LLP is treated as a partnership for income tax only where it "carries on a trade, profession or business with a view to profit" (ITTOIA 2005 s.863). Never simply ignore a notice.

Can Taxley prepare and file your LLP's accounts?

Not yet. Taxley's service for dormant, micro-entity and small LLP accounts isn't open to customers yet, so for now an LLP's accounts need other software, an agent or a paper filing. Taxley works for UK limited companies today, and the rules in this guide apply whichever route you use.

Taxley (taxley.co.uk), UK online software that prepares and files the Company Tax Return (CT600) with HMRC and the annual accounts with Companies House, works for limited companies: it prepares micro-entity, small and dormant company accounts with the CT600, files the return with the company's own Government Gateway login, and files the accounts at Companies House once the return is paid and the accounts are finished. It doesn't give tax advice, so review your figures before you file. If you also run a limited company, take the 30-second check to see whether Taxley fits your company, or see the price for your company.

Frequently asked questions

Can a dormant LLP pay its confirmation statement fee and stay dormant?

Yes. GOV.UK lists Registrar fees for filing confirmation statements (or annual returns) among the payments to ignore when deciding whether an LLP is dormant (GOV.UK, section 12). Bank interest and bank charges do count.

Does a dormant LLP need an auditor?

No, if section 480 applies: the LLP has been dormant since formation, or dormant since its previous year end, entitled to the small LLPs regime (or outside it only through an ineligible group) and not required to prepare group accounts. Traded, banking, insurance, e-money, MiFID and UCITS LLPs are excluded by section 481 (SI 2008/1911 reg 35).

Who signs dormant LLP accounts?

A designated member signs the balance sheet on behalf of all the members, after the members approve the accounts (SI 2008/1911 reg 12). The dormant, audit exemption, responsibilities, small LLPs regime and profit and loss statements go above that signature, with the designated member's printed name.

Can I use a dormant company accounts template for an LLP?

Not unchanged. LLP accounts refer to members, "Loans and other debts due to members" and "Members' other interests" (SI 2008/1912 Schedule 1), and each statement cites the Companies Act 2006 "as applied to LLPs". Rewrite the captions and statements before you file.

Do members of a dormant LLP have to verify their identity?

Individual members do. Verification has been mandatory since 18 November 2025, and GOV.UK treats LLP members as "the equivalent of a director". Existing members were due to confirm it in the LLP's first confirmation statement after that date, during a 12-month transition; corporate members follow later (GOV.UK: when you need to verify your identity).

General information, not personalised tax or accounting advice. Rules and figures checked on GOV.UK and legislation.gov.uk on 27 October 2026.