Do Limited Liability Partnership (LLP) accounts need to be audited? UK rules

In short: Usually not. A UK Limited Liability Partnership (LLP) that qualifies as small, meeting two of three limits for years beginning on or after 6 April 2025 (turnover up to £15 million, balance sheet total up to £7.5 million, 50 employees), can claim exemption under section 477 as applied to LLPs, unless it is excluded, for example as a traded or regulated LLP or one in an ineligible group (GOV.UK LLP accounts guidance).

Key facts (checked on 27 October 2026)

Do LLP accounts need to be audited?

Only if no exemption applies. An LLP's annual accounts must be audited unless the LLP is exempt as a small LLP (section 477), a qualifying subsidiary (section 479A) or a dormant LLP (section 480), all as applied by SI 2008/1911 regulation 33. A small LLP that claims its exemption on the balance sheet needs no audit.

The rules come from the Companies Act 2006 by way of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911), which copy selected sections across to LLPs and rewrite them for members and designated members. Regulation 34 applies sections 477 to 479, regulation 34A applies sections 479A to 479C and regulation 35 applies sections 480 and 481 (legislation.gov.uk). GOV.UK puts it plainly: "To qualify for audit exemption, a LLP must qualify as small during the financial year" (GOV.UK LLP guidance, section 10). A micro-entity LLP also counts as small, so section 477 covers it too. No exemption is automatic: the members claim it with statements on the balance sheet, and excluded LLPs cannot claim it at all.

What are the audit exemption limits for LLPs?

An LLP is small if it meets at least two of three limits. For financial years beginning on or after 6 April 2025 they are turnover of £15 million, a balance sheet total of £7.5 million and 50 employees. Earlier years used £10.2 million and £5.1 million, with the same 50 employees (GOV.UK LLP guidance, sections 9 and 10).

SI 2024/1303 regulation 11 wrote the higher figures into the LLP rules. Section 382 as applied by SI 2008/1911 regulation 5 defines the terms. The balance sheet total is "the aggregate of the amounts shown as assets", so gross assets before liabilities. Employees are the monthly average of "persons employed under contracts of service". For a financial year longer or shorter than 12 months, only the turnover limit is "proportionately adjusted".

How do the first-year and two-year rules work?

In its first financial year an LLP is small if it meets the conditions in that year. After that, a change counts only once it has happened in two consecutive years, so a small LLP that goes over the limits for one year stays small and audit-exempt for that year (SI 2008/1911 regulation 5).

Section 382(2) as applied says that meeting or ceasing to meet the conditions "affects its qualification as a small LLP only if it occurs in two consecutive financial years". GOV.UK's version: "In any following years, an LLP must meet the conditions in that year and the year before" (GOV.UK LLP guidance, section 9.3). The rule works both ways, so an LLP that has been too big needs two years under the limits before it becomes small again.

The April 2025 rise came with a transitional rule that removes that wait for many LLPs. For a year beginning on or after 6 April 2025, an LLP is treated as having qualified as small in earlier years if it would have done so with the new limits in force (SI 2024/1303 regulation 3(4) to (6)). An LLP just over the old £10.2 million and £5.1 million limits in 2024 can be small straight away.

Which LLPs cannot claim the small LLP audit exemption?

An LLP cannot use section 477 if, at any time in the year, its securities were traded on a UK regulated market, it was a bank, insurer, e-money issuer, MiFID investment firm or UCITS manager, it carried on insurance market activity, it funded a Master Trust pension scheme or it was an employers' association (section 478, regulation 34).

Groups are the other trap. Under section 479 as applied, an LLP that was a parent or subsidiary undertaking at any time in the year gets the small exemption only if the whole group qualifies as small and was never an "ineligible group" in that year (SI 2008/1911 regulation 34). A group is ineligible if any member is, for example, a traded company, a bank or insurer, or a firm with Part 4A permission under the Financial Services and Markets Act 2000 other than a small company or small LLP (section 384(2), applied by regulation 5). The one carve-out is a group LLP that was both a subsidiary undertaking and dormant throughout its time in the group. A small LLP owning a large trading company can therefore need an audit even though its own figures are tiny.

Does a dormant or subsidiary LLP need an audit?

Not usually. A dormant LLP is exempt under section 480 as applied if dormant since formation, or since its last year end while entitled to the small LLPs regime (or barred only by being in an ineligible group) and not required to prepare group accounts (SI 2008/1911 regulation 35). A subsidiary with a UK parent may use section 479A.

An LLP is dormant during any period with no "significant accounting transaction", meaning any transaction that has to go into its accounting records. Paying Companies House a change-of-name fee or a late filing penalty does not break dormancy (SI 2008/1911 regulation 53). Traded LLPs, banks, insurers, e-money issuers, MiFID firms and UCITS managers cannot use the dormant exemption (section 481). GOV.UK covers the same routes in section 12.1 of its LLP accounts guidance, and the dormant LLP accounts example shows the accounts.

The subsidiary route under section 479A needs a parent established under the law of any part of the UK, the agreement of all the LLP's members, a parent guarantee under section 479C and inclusion in the parent's consolidated accounts (SI 2008/1911 regulation 34A). By the day the LLP's accounts are filed, the designated members deliver notice of the agreement, the guarantee on form LL AA06 (GOV.UK LLP forms) and copies of the parent's consolidated accounts, annual report and auditor's report. The guarantee covers "all outstanding liabilities" of the LLP at that year end until they are paid in full, and the parent must disclose in the notes to its consolidated accounts that the LLP is exempt from audit under section 479A. If any condition is missed, the exemption fails.

Can members force an LLP to have an audit?

Not under the Companies Act rules. The company rule letting 10% of members demand an audit (section 476) is not among the sections applied to LLPs: SI 2008/1911 applies section 475 by regulation 33 and sections 477 to 479 by regulation 34, skipping section 476 (legislation.gov.uk). Check your LLP agreement for any audit term.

For a company, section 476 lets members holding at least 10% of the share capital, or 10% of the members where there is no share capital, require an audit by notice given no later than one month before the year end (GOV.UK audit exemptions for private limited companies). Some web pages apply that rule to LLPs. The LLP version of section 477(5) lists only sections 475(2) and (3), 478 and 479 as limits on the exemption (regulation 34).

What statement goes on the balance sheet?

Three statements for a small LLP: one claiming the exemption, one in which the members acknowledge their responsibilities for accounting records and accounts, and the small LLPs regime statement. The first two are required by section 475 as applied, which puts them on the balance sheet above the signature (SI 2008/1911 regulation 33).

A designated member signs the balance sheet on behalf of all the members (SI 2008/1911 regulation 12). GOV.UK's version of the exemption statement names the 2008 Regulations in full (GOV.UK LLP guidance, section 10.1). The wording below, with "(as applied to LLPs)", is the form these accounts use, shown for a year ending 31 March 2026:

For the year ending 31 March 2026 the LLP was entitled to exemption from audit under section 477 of the Companies Act 2006 (as applied to LLPs) relating to small 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.

Signed on behalf of the members by [name], designated member, on [date].

A dormant LLP's first line cites "section 480 of the Companies Act 2006 (as applied to LLPs) relating to dormant LLPs". A micro-entity LLP ends the third line "…subject to the small LLPs regime and the micro-entity provisions." A subsidiary states it was exempt under section 479A relating to subsidiary LLPs (GOV.UK section 14.4). The LLP accounts example shows the statements in a full balance sheet.

How do you check whether your LLP needs an audit?

Work through the questions below in order and stop at the first one that settles it. Test your figures against the limits for the year in question, remembering the two-year rule and that only the turnover limit changes for a short or long year. The examples use the limits in SI 2008/1911 regulation 5.

Example 1: helped by the April 2025 rise. A consultancy LLP's year began on 1 June 2025, with turnover of £12.4 million, a £6.8 million balance sheet total and 38 employees. The year that began on 1 June 2024 showed £11.5 million, £6.2 million and 36. Both years fail the old limits and pass the new ones, and SI 2024/1303 regulation 3 treats the earlier year as small, so the 2025–26 year is audit-exempt if no exclusion applies.

Example 2: growing past the limits. A long-standing small LLP reaches £17 million turnover, an £8 million balance sheet total and 48 employees in the year ending 31 March 2027, failing two limits for the first time. It stays small and exempt for that year. If the year ending 31 March 2028 also fails two limits, that year needs an audit under the two-year rule in section 382 as applied by regulation 5, and the designated members can appoint an auditor (section 485(3) as applied).

Example 3: a short first year. A new LLP's first financial year lasts six months. Its £9 million turnover fails the adjusted limit of £7.5 million (£15 million × 6/12), but its £4 million balance sheet total and 20 employees pass the unadjusted limits, so it meets two of three and is small (section 382(4) as applied by regulation 5).

Example 4: a small LLP heading a larger group. A two-member LLP owns a trading company. The LLP alone turns over £400,000, but the group's aggregate figures, this year and last, are £19 million turnover net (£21 million gross), a £6 million net balance sheet total and 62 employees. The group fails two limits, so section 479 as applied by regulation 34 denies the LLP the small exemption.

For what goes into the accounts and when they are due, see filleted, abridged and full accounts and the LLP accounts filing deadline.

Can Taxley prepare and file your LLP's accounts?

Yes, for dormant, micro-entity and small LLPs, once Taxley's checks accept the LLP and its financial year. It loads the members from the Companies House register, prepares the accounts in iXBRL with the members' interests, and files them at Companies House with the LLP's authentication code once they are paid for and finished. A designated member approves them first.

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, also prepares an LLP's annual accounts: the members' full set and the copy for Companies House, with the LLP SORP notes for small LLPs. Taxley also files a trading LLP's partnership tax return (SA800) with HMRC; when Taxley files the LLP's accounts, the SA800 for the same year end is included in the accounts price. Taxley doesn't give tax advice, so review your figures before you file. See what LLP accounts cost and what they cover, or, for a limited company, take the 30-second check to see whether Taxley fits your company.

Frequently asked questions

Does a micro-entity LLP need an audit?

No. An LLP that qualifies as a micro-entity also qualifies as small, so it claims the small LLP exemption under section 477 as applied. Its balance sheet carries the same exemption and responsibilities statements, with the regime statement extended to mention the micro-entity provisions (GOV.UK LLP guidance, section 10).

Does a long first year change the audit limits?

Only the turnover limit changes. For a financial year that is not 12 months long, the maximum turnover is adjusted in proportion, so an 18-month year has a £22.5 million limit under the current rules. The balance sheet total and employee limits stay at £7.5 million and 50 (regulation 5).

Who decides that the LLP will not appoint an auditor?

The designated members. Section 485 as applied to LLPs requires an auditor for each financial year unless the designated members reasonably decide otherwise because audited accounts are unlikely to be required (SI 2008/1911 regulation 36).

Is there a Companies House form for claiming the small LLP exemption?

No form is needed for the small or dormant exemption: the statements on the balance sheet make the claim. The only Companies House LLP form linked to audit exemption is LL AA06, the parent's guarantee for the subsidiary exemption (GOV.UK Companies House forms for LLPs). See how LLP accounts are filed.

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