Can an LLP be dormant?
By DormantFile · Updated 22 August 2026
Yes. A limited liability partnership can be dormant, and plenty are — LLPs registered for a project that never started, or wound down but kept on the register.
The test is the same one limited companies use: no significant accounting transactions during the financial year. That's section 1169 of the Companies Act 2006, applied to LLPs by the LLP accounts regulations. A "significant accounting transaction" is anything that would have to go in the LLP's accounting records.
What that means in practice:
- Money through an LLP bank account normally breaks dormancy — a bank charge, interest credited, a members' contribution paid in.
- But some transactions are disregarded. Companies House's LLP guidance leaves out fees paid to the Registrar for a change of name, for re-registration and for the confirmation statement, and any civil penalty for filing accounts late. An LLP that pays those, and nothing else, is still dormant.
- Costs paid personally by a member, never through the LLP, don't touch its books and don't break dormancy.
- An LLP with no bank account that has never traded is the cleanest case there is.
Being dormant changes nothing about the duty to file. A dormant LLP still delivers annual accounts to Companies House every year — usually 9 months after its accounting reference date — and still gets the automatic late-filing penalty, starting at £150, if it misses. The accounts are just very short: a nil balance sheet, the audit-exemption and members' statements, and a designated member's signature.
The tax side is where LLPs differ from companies. There's no corporation tax return — an LLP is tax-transparent, and any return HMRC asks for is the SA800 partnership return instead, due only for years HMRC issues a notice to file — DormantFile files the nil SA800 when HMRC asks. Whether a dormant LLP has anything to file with HMRC turns on that notice — and every LLP is on HMRC's books from incorporation, so a notice deserves attention even if the LLP has never traded.
Read the full guide: How to file dormant LLP accounts with Companies House