How to file dormant LLP accounts with Companies House

By DormantFile · Updated 22 August 2026

A limited liability partnership that isn't doing anything still has a filing life. Every LLP on the register must deliver annual accounts to Companies House each year, and a dormant one is no exception — the accounts are just very short.

What trips people up is that an LLP is not a limited company, and most dormant-filing advice is written for companies. LLPs have members instead of directors, no share capital, and no corporation tax return. The accounts rules, though, are the Companies Act rules applied to LLPs by regulation — so deadlines, penalties and the dormancy test itself will look familiar.

When an LLP counts as dormant

The test is the same one 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.

"Significant accounting transaction" means anything that would have to be recorded in the LLP's accounting records. In practice:

• Money in or out of an LLP bank account normally breaks dormancy — a bank charge, an interest credit, a members' contribution paid in.
• Some transactions are disregarded, even paid by the LLP itself. Companies House's LLP guidance excludes fees paid to the Registrar for a change of name, for re-registration, and for the confirmation statement, plus any civil penalty for filing accounts late. Paying those doesn't cost the LLP its dormant status.
• Filing costs paid personally by a member, and never through the LLP, don't touch the LLP's books either.
• An LLP that has never had a bank account and has never traded is the easiest case of all.

If the LLP had real activity in the period, it isn't dormant, and the accounts it needs aren't dormant accounts. See can an LLP be dormant? for the detail.

What has to be filed, and when

Annual accounts to Companies House. Due 9 months after the accounting reference date — the LLP's year end as the register holds it. A first set of accounts, which covers a longer period, is due later: the later of 21 months from incorporation or 3 months after the period end.

Miss the deadline and the automatic late-filing penalties apply exactly as they do to a private company, starting at £150 and climbing the longer the accounts are outstanding. See late filing penalties for the full ladder.

A confirmation statement, separately, once a year — that's a different filing with its own deadline, and nothing to do with the accounts. The difference between the two catches out plenty of members.

HMRC: only if asked — know the SA800. This is the part that genuinely differs from a company. An LLP is tax-transparent — it doesn't pay corporation tax and there's no CT600. The return an LLP can owe is the SA800 partnership return, due for any year HMRC issues a notice to file. The catch: every LLP is registered with HMRC automatically when it's incorporated — a partnership record and UTR exist from day one — so notices go out to LLPs that have never traded as well as to ones that used to. No notice, nothing to send. A notice must be answered, dormant year or not: DormantFile files the nil SA800 once Self Assessment is enabled in Settings, or HMRC can agree the LLP is dormant and withdraw the notice — an accountant can help with either — otherwise the late-filing penalties land on each member individually. Don't assume the letter is a mistake, and don't ignore it. More on this in does a dormant LLP need to file a tax return?

What dormant LLP accounts actually contain

Very little — but the wording matters, because Companies House checks for it.

A dormant LLP's accounts are a balance sheet with the period's figures (all zero, for an LLP that has never held anything), plus a set of statements printed above the signature. Two are mandatory for a dormant, audit-exempt LLP:

"For the year ending [date] the LLP was entitled to exemption from audit under section 480 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) relating to dormant LLPs."

"The members acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts."

Accounts prepared under the small-LLPs regime also carry a line saying they have been prepared in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime.

Note what's not there. No profit and loss account — there were no transactions to report. No share capital, because LLPs don't have shares; where a company shows called-up share capital, an LLP shows members' interests. And no directors: the accounts are approved by the members and signed by a designated member, whose name goes on the balance sheet.

There's no LLP version of form AA02

A dormant company limited by shares has a short paper form — AA02 — that stands in for its accounts. LLPs have no equivalent. (There was once a form numbered LL AA02, but it was a notice that an auditor had been removed from an LLP, and it was withdrawn in July 2021.) A dormant LLP prepares its own accounts, containing the statements above, and delivers them: what a dormant LLP files instead of AA02 covers this in full.

That leaves two routes — paper, or filing software. Companies House's own online accounts service doesn't handle LLP accounts at all. Paper works, but it carries the usual failure modes: postal time counts against your deadline, a missed signature comes back to you weeks later, and there's no instant proof of acceptance.

Paper also has a shelf life. From April 2028, Companies House is closing its own filing route for accounts and moving everything to commercial software — and LLP accounts are covered by the mandate just like company accounts. Anyone setting up an annual routine for a dormant LLP now is better off starting on a route that still exists in two years. Our guide to the April 2028 accounts changes has the timetable.

Filing it through DormantFile

Then the year loops: the next period rolls forward automatically and the reminders start again well before the deadline.

Where we stop

Honest limits, so nobody pays for the wrong thing:

• Dormant LLPs only. If the LLP traded — even a little — it needs a different set of accounts, and micro-entity and trading LLP accounts are out of our scope. An accountant is the right route for those.
• Accounts, plus the nil SA800. We file the LLP's dormant accounts, and — once Self Assessment is enabled in Settings — the nil SA800 for any year HMRC has issued a notice to file. With no HMRC notice there's nothing to send; we still don't calculate LLP tax dates — the notice HMRC sends sets the year, not us.
• LLPs with real balances. Our dormant LLP accounts cover a nil balance sheet. An LLP whose members have contributed capital sitting on the books is a case for an accountant.

Key points

• Every LLP files annual accounts — 9 months after the year end. A first set covering more than 12 months is due by the later of 21 months from incorporation or 3 months after the period end. Penalties start at £150.
• The dormancy test is the same no significant accounting transactions test companies use, applied to LLPs.
• A dormant LLP's balance sheet must carry the section 480 audit-exemption statement as applied to LLPs by the 2008 Regulations, plus the members' acknowledgement.
• Designated members sign; there is no share capital and no profit and loss account.
• HMRC: only if asked — an LLP's return, when one is due, is the SA800 partnership return, triggered by an HMRC notice to file; every LLP is on HMRC's books from incorporation, so a letter can arrive even if it never traded. If one does, DormantFile files the nil SA800 — or an accountant can ask HMRC to withdraw the notice.
• There is no LLP version of AA02 — a dormant LLP delivers its own accounts, on paper or through software. From April 2028 they must go through software, which is how we file them today. Plans start at £19/year.