Can an LLP be dormant?

By Ben Davies · Updated 26 September 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 a few payments are disregarded. The LLP version of the rule disregards the fee for a change of name and any penalty for filing accounts late (its wording also names the old annual return fee), and Companies House's LLP guidance treats the confirmation statement fee the same way. An LLP that pays those, and nothing else, is still dormant.
• Costs a member pays personally keep the LLP dormant only if they were never the LLP's — a service in the member's own name, say. If the LLP owes the member for them, or pays them back, that's a transaction.
• An LLP with no bank account that has never traded is the cleanest case there is.

Failing the test isn't a dead end. An LLP that isn't trading but has a transaction or two on its books — a loan being repaid, bank charges, members' capital moving — files FRS 105 micro-entity LLP accounts instead of dormant accounts, with members' interests in place of share capital. DormantFile files those too, from a few figures: see does DormantFile support LLPs?.

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 balance sheet, the audit-exemption and members' statements, and the signature of a designated member (one of the members responsible for the LLP's filings). The balance sheet is nil for an LLP that has never held anything. One that traded before going dormant shows the figures it still carries, as long as nothing about them changes in the year: nothing paid or collected, no interest added, nothing written off or written down.

The tax side is where LLPs differ from companies. There's no corporation tax return — an LLP is taxed as a partnership, 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