Guidance

Preparing and filing LLP accounts with Companies House

Updated 2 April 2025

This guidance tells you about the accounts a limited liability partnership (LLP) must deliver every year to Companies House. You should read this guidance together with the Companies Act 2006 and the relevant regulations which are available on the UK legislation website.

There could be serious consequences for your LLP if you do not comply with your responsibilities. The registrar might assume that your LLP is no longer carrying on business or in operation, and take steps to strike it from the register.

All LLPs must file annual accounts with Companies House - including dormant LLPs.

1. Accounting reference dates

1.1 An LLP financial year

A financial year is usually a 12 month period for which you prepare accounts. Every LLP must prepare accounts that report on the:

• performance and activities of the LLP during the financial year
• position of the LLP at the end of the year

For a existing LLP, your financial year starts on the day after the previous financial year ended.

For a new LLP, your financial year starts on the day of incorporation.

Financial years are determined by reference to an accounting reference period that ends on a specified date. This is known as the accounting reference date (ARD).

You can choose to make up your accounts to the ARD or a date up to 7 days either side of the ARD.

1.2 How to determine an LLP’s ARD

For all new LLPs, their first accounting reference date will be the last day of the month in which the anniversary of their incorporation falls. The accounting reference date for following years will automatically fall on the same date each year.

For example, if your LLP was incorporated on 6 April 2025 its first accounting reference date would be 30 April 2026 and 30 April for every following year.

1.3 How to change an LLP’s ARD

You can change the current or the immediately previous accounting reference date to extend or shorten the period.

To change your company’s ARD, you can:

• file online
• use software
• send a paper form LL AA01 to Companies House

You must do this before the filing deadline of the accounts for the period you want to change. If your accounts are overdue, it is too late to change your ARD.

LLPs have 9 months to submit acceptable accounts to Companies House after the end of each accounting reference period.

The period allowed for submitting an LLP’s first accounts and for changing its accounting reference date is different. See Deadlines for filing accounts.

1.4 Restrictions on changing the ARD

You can change an accounting reference date by shortening an accounting reference period as often as you like, and by as many months as you like. However, there are restrictions on extending accounting reference periods.

You may not extend a period so that it lasts more than 18 months from the start date of the accounting period (unless the LLP is in administration).

You can only extend more than once in 5 years if the:

• LLP is in administration
• Secretary of State has approved this
• LLP is aligning its accounting reference date with that of a subsidiary or parent undertaking under the law of the UK

There are no additional restrictions when changing your LLP’s first ARD.

Do not simply add 6 months to the end of the period. In some cases, this can extend the period beyond 18 months and your application will be rejected.

When you extend your first accounting period to the maximum 18 months, you must count the date of incorporation as the first day of the period.

2. Accounting records

Every LLP must keep accounting records, whether they are trading or not. Your accounting records must include:

• entries showing all money received and expended by the LLP
• a record of the assets and liabilities of the LLP

Also, if your LLP’s business involves dealing in goods, the records must include:

• statements of stock held by the LLP at the end of each financial year
• all statements of stock takings from which you have taken or prepared any statements of stock
• statements of all goods sold and purchased, other than by ordinary retail trade. This should list the goods, the buyers and sellers

Parent entities must ensure that any subsidiary undertaking keeps sufficient accounting records so that the parent entity can prepare accounts that comply with the Companies Act or UK adopted International Accounting Standards.

2.1 Where to keep your LLP’s accounting records

An LLP must keep its accounting records at its registered office address or a place that the members think suitable. The records must be open to inspection by the LLP’s members at all times.

If the LLP holds the records at a place outside of the UK, it must send accounts and returns at least every 6 months and keep them in the UK. Those accounts and returns must disclose the financial position and enable the members to prepare accounts that comply with the requirements of the Companies Act. This includes accounts that are prepared using UK adopted International Accounting Standards.

2.2 Length of time you must keep accounting records

LLPs must keep accounting records for 3 years from the date they were made.

3. Accounts for your members

The members of every LLP must prepare accounts for each financial year. These are called individual accounts. A parent entity must also prepare group accounts (but for parents that qualify as small this is optional).

A dormant LLP that is also a subsidiary may be able to claim exemption from the preparation or filing of its accounts under certain circumstances. See dormant subsidiaries.

3.1 Contents of your LLP’s accounts

Generally, accounts must include:

• a profit and loss account (or income and expenditure account if the LLP is not trading for profit)
• a strategic report (if appropriate)
• an [energy and carbon report]](#strategic-report) (if appropriate)
• a balance sheet signed by a member on behalf of the board and the printed name of that member
• notes to the accounts
• group accounts (if appropriate)
• an auditors’ report (unless the LLP is exempt from audit) - this must state the name of the auditor, and be signed and dated by them

You do not have to use a professional accountant to prepare your accounts. However, LLP members should be aware of their legal responsibilities. If you’re not sure about your requirements, you should consider seeking professional advice.

3.2 Sending accounts to your LLP’s members

Every LLP must send a copy of its annual accounts for each financial year to every:

• member of the LLP
• holder of the LLP’s debentures
• person who is entitled to receive notice of general meetings

This does not apply to certain dormant subsidiary LLPs that are exempt from preparing accounts.

3.3 Approving and signing accounts

The LLP’s members must approve the accounts.

A member must sign the balance sheet and print their name. Any exemptions statements must appear above the member’s signature.

If the LLP has to attach an auditor’s report to the accounts, the report must include the auditor’s signature and their name must be printed.

Where the auditor is a firm, the auditor’s report must state the name of the auditor and the name of the person who signed it as senior statutory auditor on behalf of the firm.

4. Accounts for Companies House

Companies House can only give general guidance. We cannot give technical advice on specific accounting or legal issues.

All information contained in the accounts will appear on the public record. Read more about your personal information on the Companies House register.

Your accounts are subject to legal requirements, and we are not qualified to give specialist advice. You should consider using an accountant if you need specialist advice.

4.1 LLP accounts

All LLPs must file their accounts at Companies House. You must file a copy of the accounts that you have already prepared.

Small LLPs and micro-entities can prepare an abridged version of their accounts with less detail, by omitting certain balance sheet items.

Qualifying dormant LLPs can deliver even simpler annual accounts to Companies House.

4.2 Energy and carbon report and strategic report

Some LLPs are required to produce one or both of the following narrative reports.

Energy and carbon report

The energy and carbon report must be prepared and filed by large LLPs in reports for financial years starting on or after 1 April 2019.

Strategic report

For financial years beginning on or after 6 April 2020, a strategic report must be prepared and filed by any LLP that issues transferable securities that are admitted to trading on a regulated market, or is a credit institution within the meaning given for the purpose of the PRA’s regulation of banks and building societies in the UK.

It is comparable to the strategic report for unquoted companies. You can also search the Financial Reporting Council website for more advice on strategic reports.

4.3 Filing your accounts with other parts of government

You must file your LLP’s accounts at Companies House in accordance with the Companies Act 2006.

If applicable, you must still file with other regulatory bodies according to their requirements and filing deadlines. You should contact the relevant organisation for more information about their requirements.

5. Deadlines for filing accounts

You must deliver acceptable accounts to Companies House within 9 months from your accounting reference date - unless you are filing your LLP’s first accounts.

The deadline for delivery to Companies House is calculated to the exact day. It is the date you deliver acceptable accounts (which meet the relevant legal requirements) to Companies House that is recorded. It is not the date that you sent the accounts.

If your filing deadline falls on a Sunday or a bank holiday, it is still a legal requirement to file your accounts by that date. See our office access and opening times.

It’s important to send acceptable accounts in plenty of time before your deadline. If you file close to your deadline and your accounts are rejected, you will not get any extra time to file.

While you might have submitted your accounts on time, if your filing deadline has passed, the LLP’s record will show the accounts as ‘overdue’ until they have been examined and accepted by Companies House. If your accounts are rejected after your filing deadline, the LLP will get an automatic late filing penalty.

If you’re not sure when your accounts are due, search for your LLP to check your filing deadline - Get information about a company.

You should also register for email reminders from Companies House.

5.1 Definition of a ‘month’ for accounts

A period of months after a given date ends on the corresponding date in the appropriate month.

For example, an LLP with an accounting reference date of 4 April has until midnight on 4 January of the following year to deliver its accounts (not 31 January).

This does not apply if your accounting reference date is the last day of the month. In this case the period allowed for filing accounts would end with the last day of the appropriate month.

For example, an LLP with an accounting reference date of 30 April has until midnight on 31 January of the following year to deliver its accounts (not 30 January).

5.2 Deadlines for filing your LLP’s first accounts

If you are filing your LLP’s first accounts and those accounts cover a period of more than 12 months, you must deliver acceptable accounts to Companies House by either (whichever is longer):

• 21 months of the date of incorporation
• 3 months from the accounting reference date

The deadline for delivery to Companies House is calculated to the exact day.

For example, an LLP incorporated on 1 January 2025 with an accounting reference date of 31 January has until midnight on 1 October 2026 (21 months from the date of incorporation) to deliver its accounts (not 31 October).

If the first accounts cover a period of 12 months or less, the normal times allowed for delivering accounts apply.

5.3 Deadline for filing your LLP’s accounts if you have shortened your account period

When an LLP shortens its accounting period, the new filing deadline will be the longer of the following two options:

• 9 months from the new accounting reference date
• 3 months from the date of receipt of the notice (change of accounting reference date – form LL AA01)

5.4 Applying for extra time to file your accounts

You can apply to extend your filing deadline if an unplanned event stops you from filing your accounts. You can only do this before your filing deadline.

Find out how to apply for more time to file your accounts.

6. Penalties for failing to file accounts

6.1 Late filing of accounts

Failure to deliver accounts on time is a criminal offence. In addition, the law imposes a civil penalty for late filing of accounts on the LLP. The amount of the penalty depends on how late the accounts arrive as shown in the table below:

Length of period	Penalty
Not more than 1 month	£150
More than 1 month but not more than 3 months	£375
More than 3 months but not more than 6 months	£750
More than 6 months	£1,500

For more information, read the late filing penalties guidance.

6.2 If you do not submit accounts to Companies House

If the registrar believes that an LLP is no longer carrying on business or in operation, it could be struck off the register and dissolved. If this happens, all the assets of the LLP (including its bank account and property) could become the property of the Crown.

Failure to deliver documents is a criminal offence - and all the designated members of the LLP risk prosecution.

If convicted, a designated member could end up with a criminal record and a potentially unlimited fine for each offence. This is separate from the civil penalty imposed on the LLP for late filing of accounts.

7. How to file your accounts at Companies House

7.1 Using software to file accounts

Many LLPs are already using software to file accounts. There are software providers which offer different products to prepare and file accounts with both Companies House and HMRC.

Find software to file accounts with Companies House.

You’ll need to apply to file with Companies House using software. We’ll create your presenter account and give you a presenter ID and code.

LLPs can also file certain iXBRL package accounts online with Companies House. Check the File your accounts with Companies House service.

Filing accounts by software only

In the future, you’ll only be able to file accounts with Companies House using software. We’ll aim to give at least 21 months’ notice before this change comes into effect.

It’s important to prepare for this change and consider your filing options. Read about changes to accounts.

7.2 Filing your accounts on paper

If you choose to file on paper, you must get your accounts to us in plenty of time before your filing deadline. If your accounts are rejected, you will not get any extra time to file.

You must include the LLP name and number on one of the accounts component parts - usually the balance sheet. You can also include the name and number on any cover sheet delivered with the accounts.

Your accounts must also meet the following requirements:

• the copy of the balance sheet must be signed by a member
• the copy of the balance sheet must show the printed name of the member who signed it on behalf of the board
• if the LLP has to attach an auditor’s report to the accounts, the copy of the auditor’s report must state the auditor’s name

You must include the printed name of the person who signed the balance sheet - even if the signature is legible. Companies House will reject your accounts if you do not meet these requirements.

We can accept certain digital signatures. Read our policy on digital signatures.

Where the auditor is a firm, the auditor’s report must state:

• the name of the auditor
• the name of the senior statutory auditor who signed it on behalf of the firm

See auditors for more information.

7.3 Filing your accounts in a language other than English

If you prepare accounts in a language other than English, you must also send with them a certified translation into English.

If the registered office of the LLP is situated in Wales, you need only send the Welsh accounts if you so choose.

LLPs may also send voluntary certified translations. You may only send certified voluntary translations in an official language of the EU and you must also send with them with a completed form VT01.

8. Micro-entity accounts

For small LLPs there’s a sub-classification called a micro-entity, which applies to very small LLPs. LLPs can prepare micro-entity accounts for periods beginning on or after 1 January 2015.

To determine whether your LLP is a micro-entity, small, or medium-sized, there are thresholds for:

• turnover
• balance sheet total (meaning the total of the fixed and current assets)
• the average number of employees

Any LLPs that do not meet the criteria for micro-entities, small, or medium, are large LLPs. Large LLPs will have to prepare and submit full accounts.

Micro-entities can prepare and file a balance sheet with less information than for a small, medium or large LLP. Additionally, a micro-entity can benefit from the exemptions available to small LLPs such as:

• exemption from audit
• the requirement to file a profit and loss account at Companies House

Micro-entities still need to send accounts to their members and file accounts at Companies House.

If you think your LLP qualifies as a micro-entity, you may wish to consult a professional accountant before you prepare micro-entity accounts.

8.1 Conditions to qualify as a micro-entity

For accounting periods that begin on or after 6 April 2025

A micro-entity must meet at least 2 of the following conditions:

• an annual turnover no more than £1 million
• a balance sheet total no more than £500,000
• no more than 10 employees on average

For accounting periods beginning between 30 September 2013 and 5 April 2025

A micro-entity must have met at least 2 of the following conditions:

• an annual turnover no more than £632,000 
• a balance sheet total no more than £316,000 
• no more than 10 employees on average

8.2 Qualifying as a micro-entity every year

Generally, an LLP qualifies as a micro-entity in its first financial year if it meets the conditions in that year. In any following years, an LLP must meet the conditions in that year and the year before.

If an LLP which qualified as a micro-entity in one year, but no longer meets the criteria in the next year, it may continue to claim the exemptions available in the next year. If that LLP then reverts back to being a micro-entity (by meeting the criteria in the following year), the exemption will continue uninterrupted.

8.3 Contents of micro-entity accounts

A micro-entity must prepare accounts that contain:

• a balance sheet, along with any footnotes
• a profit and loss account
• an auditors report, unless the LLP is claiming exemption from audit as small
• any notes to the accounts

The balance sheet must contain a statement that:

The accounts have been prepared in accordance with the micro-entity provisions.

This statement must be in a prominent position above the member’s signature and printed name. It should appear in the original accounts, and not just the copy sent to Companies House.

8.4 Audit exemptions for micro-entities

A micro-entity can claim audit exemption as a small LLP. If it meets the qualification criteria for the exemption, it can submit unaudited accounts.

9. Small LLPs

A small LLP can prepare and submit accounts according to special provisions in the Companies Act 2006 and the relevant regulations. This means they can choose to disclose less information than medium and large LLPs.

If you think your LLP qualifies as small, you may wish to consult a professional accountant before preparing accounts in accordance with the provisions applicable to small LLPs.

9.1 Conditions to qualify as a small LLP

For accounting periods that begin on or after 6 April 2025

A small LLP must meet at least 2 of the following conditions:

• an annual turnover no more than £15 million
• a balance sheet total no more than £7.5 million
• no more than 50 employees on average

For accounting periods beginning between 1 January 2016 and 5 April 2025

A small LLP must have met at least 2 of the following conditions:

• an annual turnover no more than £10.2 million
• a balance sheet total no more than £5.1 million
• no more than 50 employees on average

9.2 LLPs that cannot prepare and submit small accounts

You cannot prepare and submit small LLP accounts if it is or was at any time during the financial year:

• an LLP whose securities are admitted to trading on a UK regulated market
• a member of an ineligible group
• an authorised insurance company, a banking LLP, an e-money Issuer, a MiFID (Markets in Financial Instruments Directive) investment firm or a UCITS (Undertakings for Collective Instruments in Transferable Securities) management company
• carried on insurance market activity

A group is ineligible if any of its members is:

• a public company
• a body corporate (other than a company) whose shares are admitted to trading on a UK regulated market
• a person (other than a small company) who has permission under Part IV of the Financial Services and Markets Act 2000 to carry on a regulated activity
• a small company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm or a UCITS management company
• a person who carries on insurance market activity

For queries about financial services companies which are excluded from the small LLPs’ regime, contact the Financial Conduct Authority.

9.3 Qualifying as a small LLP every year

Generally, an LLP qualifies as small in its first accounting period if it meets the conditions in that year. In any following years, an LLP must meet the conditions in that year and the year before.

If an LLP qualified as small in one year, but no longer meets the criteria in the next year, it may continue to claim the exemptions available for the next year. If that LLP then reverts back to being small (by meeting the criteria for the following year), the exemption will continue uninterrupted.

9.4 Conditions to qualify as a small group

For accounting periods that begin on or after 6 April 2025

To qualify as small, a group headed by a parent LLP must meet at least 2 of the following conditions:

• an aggregate turnover no more than £15 million net (or £18 million gross)
• an aggregate balance sheet total no more than £7.5 million net (or £9 million gross)
• an aggregate average number of employees no more than 50

For accounting periods beginning between 1 January 2016 and 5 April 2025

To qualify as small, a group headed by a parent LLP must have met at least 2 of the following conditions:

• an aggregate turnover no more than £10.2 million net (or £12.2 million gross) 
• an aggregate balance sheet total no more than £5.1 million net (or £6.1 million gross)
• an aggregate average number of employees no more than 50

9.5 Contents of small LLP accounts

Small LLP accounts prepared for members usually include:

• a profit and loss account
• a balance sheet, signed by a designated member on behalf of the board - and the printed name of that designated member
• notes to the accounts
• group accounts (if a small parent LLP chooses to prepare them)

Small LLP accounts should also be accompanied by an auditors’ report including the printed name of the registered auditor (unless the LLP qualifies for exemption from audit).

The balance sheet must contain the following statement (in a prominent position above the designated member’s signature and printed name):

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

Small LLPs do not have to deliver a copy of the profit and loss account to Companies House. If you choose not to deliver a copy of the profit and loss, the LLP must state this on the balance sheet.

The requirements for small LLPs are set out in Parts 15 and 16 of the Companies Act 2006. You can find more information on the detailed format and content of accounts for small LLPs in the relevant regulations.

9.6 Small LLP abridged accounts

The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 introduced abridged accounts.

Abridged accounts contain a balance sheet with a subset of the information included in a full balance sheet. The profit and loss account may also contain a subset of the information included in a full profit and loss account.

LLPs must prepare and file the same set of accounts for its members and Companies House. This means that an LLP will decide when preparing their accounts whether or not to abridge them (or to prepare micro entity accounts).

If you choose to file an abridged balance sheet, profit and loss account, or both - you must include a statement on the balance sheet that:

The members have agreed to the preparation of abridged accounts for this accounting period in accordance with section 444(2A).

Small LLPs preparing UK adopted International Accounting Standards accounts must deliver a full balance sheet to Companies House.

9.7 Other exemptions available to small LLPs

Small LLPs can also usually claim exemption from audit and submit unaudited accounts - if they meet the qualification criteria.

A small LLP which has chosen to not file its profit and loss account, may also choose not to file a copy of the auditor’s report on their accounts. In this case they must make the following disclosures in the notes to their accounts:

• the auditor’s name (if the auditor was a firm, the name of the senior statutory auditor)
• whether the auditor’s report was qualified or unqualified
• if the report was qualified, what the qualification was

9.8 Special rules for small groups

A parent LLP does not need to prepare group accounts or submit them to Companies House, if the group qualifies as small (and is not ineligible).

If you prepare group accounts, they must contain a statement on the balance sheet (above the signature and printed name) confirming that:

The accounts are prepared in accordance with the provisions applicable to small LLPs.

10. Audit exemption for small LLPs and micro-entities

Some LLPs do not need to have an audit. To qualify for audit exemption, a LLP must qualify as small during the financial year.

If an LLP qualifies as a micro-entity, it also qualifies as a small LLP. This means it can also qualify for audit exemption.

For accounting periods that begin on or after 6 April 2025, an LLP must meet at least 2 of the following:

• an annual turnover of no more than £15 million
• a balance sheet total of no more than £7.5 million
• no more than 50 employees on average

The previous criteria applies, if your accounting period starts before 6 April 2025. See qualifying as a small LLP.

10.1 Small LLP audit exemption statements

If a small LLP qualifies for audit exemption, it can submit unaudited accounts to Companies House.

In either case, the balance sheet must contain wording to the effect of the following statements above the director’s printed name and signature:

For the year ending (dd/mm/yyyy) the LLP was entitled to exemption from audit under section 477 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) relating to small LLPs.

The members acknowledge their responsibilities for complying with the requirements of the Act 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.

11. Medium-sized LLP accounts

A medium-sized LLP is determined by its

• turnover
• balance sheet total (meaning the total of the assets)
• average number of employees

A medium-sized LLP can prepare accounts according to special provisions applicable to medium-sized LLPs. It can also choose to submit reduced information to Companies House.

If you think the LLP might qualify as medium-sized, you should consider consulting a professional accountant before you prepare accounts.

11.1 Qualifying as a medium-sized LLP

For accounting periods that begin on or after 6 April 2025

To be a medium-sized LLP, you must meet at least 2 of the following conditions:

• an annual turnover of no more than £54 million
• a balance sheet total no more than £27 million
• no more than 250 employees on average

For accounting periods beginning between 1 January 2016 and 5 April 2025

To be a medium-sized LLP, you must have met at least 2 of the following conditions:

• an annual turnover of no more than £36 million
• a balance sheet total no more than £18 million
• no more than 250 employees on average

11.2 Entities that cannot prepare and submit medium-sized LLP accounts

An LLP cannot be treated as a medium-sized LLP if it is, or was at any time during the financial year, an LLP:

• whose securities are admitted to trading on a UK regulated market
• that has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity
• that carries on insurance market activity
• that is a member of an ineligible group

A group is ineligible if any of its members is a:

• public company
• body corporate (other than a company) whose shares are admitted to trading on a regulated market
• person (other than a small company or small LLP) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity
• small company or small LLP that is an authorised insurance company, a banking company or banking LLP, an e-money issuer, a Markets in Financial Instruments Directive (MiFID) investment firm or an Undertakings for Collective Investment in Transferable Securities (UCITS) management company
• person who carries on insurance market activity

11.3 Qualifying as a medium-sized LLP every year

Generally, a LLP qualifies as medium-sized in its first accounting period if it meets the conditions in that year. In any subsequent period an LLP must meet the conditions in that year and the year before.

If an LLP qualified as medium-sized in one year, but no longer meets the criteria in the next year, it may continue to claim the exemptions available in the next year. If the LLP then reverts back to being medium-sized (by meeting the conditions in the following year) the exemption will continue uninterrupted.

11.4 Contents of medium-sized LLP accounts

Medium-sized accounts must include:

• a profit and loss account
• a balance sheet, showing the printed name and signature of a designated member
• notes to the accounts
• group accounts (if appropriate)
• an auditor’s report, with the printed name of the registered auditor (unless the LLP is exempt from audit)

A medium-sized LLP must deliver all of the constituent parts of their accounts to Companies House.

11.5 Conditions to qualify as a medium-sized group

A medium-sized parent LLP must prepare group accounts and submit them to Companies House.

For accounting periods that begin on or after 6 April 2025

To qualify as medium, a group headed by a parent LLP must meet at least 2 of the following conditions:

• an aggregate turnover of no more than £54 million net (or £64 million gross) 
• an aggregate balance sheet total no more than £27 million net (or £32 million gross)
• an aggregate average number of employees no more than 50

For accounting periods beginning between 1 January 2016 and 5 April 2025

To qualify as medium, a group headed by a parent LLP must have met at least 2 of the following conditions:

• an aggregate turnover no more than £36 million (or £43.2 million gross) 
• an aggregate balance sheet total no more than £18 million (or £21.6 million gross) 
• an aggregate average number of employees no more than 50

12. Dormant LLP accounts

All limited LLPs must deliver accounts to Companies House - whether they trade, or not.

An LLP is dormant if it has had no ‘significant accounting transactions’ during the accounting period. A significant accounting transaction is one which the LLP should enter in its accounting records.

Dormant LLPs may claim exemption from audit in accordance with section 480 of the Companies Act 2006.

When determining whether an LLP is dormant you can disregard:

• fees paid to the Registrar of Companies for a change of LLP name, the reregistration of an LLP and filing confirmation statements (or annual returns)
• payment of a civil penalty for late filing of accounts

12.1 Audit exemption as a dormant LLP

A dormant LLP is exempt from having an audit for that financial year if it has been dormant since its formation.

An LLP is also exempt from audit if it has been dormant since the end of the previous financial year and it:

• is entitled to prepare individual accounts in accordance with the small LLPs regime
• is not required to prepare group accounts
• qualifies as a ‘small LLP’ in relation to that year, or would have qualified as small but for the fact that it is a member of an ineligible group

12.2 Contents of dormant LLP accounts

Dormant LLP accounts submitted to Companies House do not need to include a profit and loss account.

Unaudited dormant accounts are much simpler than accounts for a trading LLP, but must contain:

• a balance sheet containing statements above the designated member’s signature and their printed name to the effect that ‘the LLP was dormant throughout the accounting period’
• any previous year’s figures for comparison - even though there are no items of income or expenditure for the current year
• certain notes to the balance sheet

The right to prepare a dormant balance sheet for filing at Companies House does not affect the LLP’s obligations to prepare full accounts for its members.

12.3 Requirements that a dormant LLP must comply with to claim audit exemption

If you submit paper accounts to Companies House, you must check that you have the following statements above the designated member’s signature and printed name:

For the year ending (dd/mm/yyyy) 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.

An LLP that qualifies as small should also include the following statement on the balance sheet:

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

12.4 Deadlines to submit dormant accounts to Companies House

You have the same time allowed to file dormant accounts as for other accounts. The same penalties for late filing apply to dormant accounts.

12.5 Dormant LLPs that start trading again

The LLP will no longer be exempt from audit as a dormant LLP if it:

• begins commercial or trading activities during the financial period
• would no longer qualify for some other reason - for example, because there have been significant accounting transactions that need to be entered in its accounting records

You might have to submit full accounts for the financial year in which the LLP ceased to be exempt. The designated members might also need to appoint auditors for the LLP. However, the LLP might qualify for exemptions as a small LLP.

13. Exemption from filing accounts as a dormant subsidiary LLP

Your subsidiary may not have to file annual accounts at Companies House if:

• it’s dormant throughout the financial year
• its accounts period ends on or after 1 October 2012
• its parent undertaking is established under the law of any part of the UK

You may be able to claim exemption from:

• preparing accounts under section 394A of the Companies Act 2006
• filing accounts at Companies House under section 448A

If you claim exemption from preparing accounts, you do not have to prepare annual accounts for the subsidiary’s members or send them to Companies House.

If you claim exemption from filing accounts, you’ll still need to prepare annual accounts for the subsidiary - but you do not have to send them to Companies House.

You can also claim exemption from audit as a subsidiary LLP.

13.1 What you must send to Companies House

The parent undertaking can file a package of supporting documents for its subsidiaries instead of sending us accounts. The package consists of 3 documents:

• a written notice of agreement by the subsidiary’s members
• a statement of guarantee from the parent undertaking - form LL AA06
• a copy of the parent undertaking’s consolidated accounts

You must deliver all 3 documents to Companies House before the subsidiary’s accounts due date.

Agreement

The agreement is a written notice of consent that all members of the subsidiary agree to the exemption for the financial year. It must clearly show the:

• subsidiary’s registered name and number
• section under which the agreement was made

Statement (form LL AA06)

Form LL AA06 is a statement from the parent undertaking that it guarantees the subsidiary for the financial year. The guarantee is made under either:

• section 394C - exemption from preparing accounts for a dormant subsidiary
• section 448C - exemption from filing accounts for a dormant subsidiary

The statement must include the:

• registered name and number of the subsidiary
• subsidiary’s financial year that the guarantee is for
• statement date
• registered name and number of the parent undertaking
• country where the parent undertaking was registered and its registration number (if not in the UK)
• section number of the Companies Act 2006 that the guarantee is made under
• signatures on behalf of both the parent undertaking and subsidiary - even if it’s the same person signing for both

Parent undertaking’s accounts

You must send us a copy of the parent undertaking’s consolidated accounts for the financial year (or an earlier date in the same financial year).

These accounts must include:

• a copy of the auditor’s report
• the annual report on those accounts
• the subsidiary’s name and registered number

They must also clearly say that the subsidiary is exempt from either:

• preparing individual accounts under section 394A
• filing individual accounts under section 448A

It would help to write the subsidiary’s name and registered number on the front page as a reference.

13.2 What the exemption means and when it takes effect

The exemption takes effect when we accept all 3 documents. It means that the parent undertaking guarantees all the subsidiary’s outstanding liabilities at the end of the financial year.

The exemption remains in place until all the liabilities have been satisfied.

13.3 How to send your documents to Companies House

You can now file package accounts with Companies House online. The accounts must be in a zip file format and iXBRL tagged using software. See File your accounts with Companies House.

You can also file these documents on paper. You’ll need to send your documents to the Companies House main office.

You can send them to Companies House separately, but it’s quicker and easier for us to process if you send them together.

To help get your documents to the correct team and avoid processing delays, you could include a covering letter to explain:

• that these are dormant subsidiary accounts
• the subsidiary’s name and registered number
• the contents of the package
• where to find the subsidiary’s name and the exemption statements in the parent undertaking’s accounts (such as page numbers)

14. Audit exemption for subsidiary LLPs

A parent or subsidiary qualifies for audit exemption if one or more of the following applies:

• it’s a dormant subsidiary and it’s not excluded from the dormant LLPs audit exemption
• it qualifies for the subsidiaries audit exemption
• the group would qualify as a small group and an eligible group if all the incorporated bodies (which includes non-UK incorporated bodies) in the group were companies

A group is an eligible group when both of the following apply:

• apart from being a public company or a pensions or labour relations body, no member of the group is excluded from audit exemption individually as described above, or would be if it were a company
• no member of the group issues securities that are traded on a UK regulated market (or up to 31 December 2020 that are traded on an EU or UK regulated market)

14.1 How to claim exemption

In certain circumstances, a subsidiary may claim exemption from audit if its parent is established under the law of any part of the UK.

You’ll need to deliver to Companies House:

• a written notice that all members of the subsidiary agree to the exemption in respect of the relevant financial year
• a correctly completed form AA06 - statement from the parent undertaking that it guarantees the subsidiary under section 479C of the Companies Act 2006 in respect of the relevant financial year
• a copy of the parent undertaking’s consolidated accounts including a copy of the auditor’s report and the annual report on those accounts

You must deliver these documents to Companies House before the date your accounts are due.

Please note:

• the subsidiary must be included in the parent’s consolidated accounts for the relevant financial year or to an earlier date in the same financial year
• the parent undertaking must disclose in the notes to their consolidated accounts that the subsidiary is exempt from the requirements of this Act relating to the audit of accounts under section 479A of the Companies Act 2006
• the agreement and the parent’s consolidated accounts must show the subsidiary’s name and registered number in a prominent place on the document

14.2 Information on the statement (form LL AA06)

The statement (form LL AA06) must include:

• the registered name and number of the subsidiary
• the subsidiary’s financial year to which the guarantee relates
• the statement date
• the name of the parent undertaking and its registered number

The statement must also include details of the section of the Companies Act 2006 under which the guarantee is being given:

• section 394c - exemption from preparing accounts for a dormant subsidiary
• section 448c - exemption from filing accounts for a dormant subsidiary
• section 479c - audit exemption for a subsidiary undertaking

14.3 What the guarantee means and when it takes effect

The guarantee has the effect that the parent undertaking guarantees all outstanding liabilities that the subsidiary is subject to at the end of the financial year.

The guarantee takes effect when it’s delivered to Companies House and remains in force until all of the liabilities have been satisfied.

14.4 Audit exemption statements

The subsidiary LLP must include a statement on the balance sheet of its individual accounts to the effect that:

For the year ending (dd/mm/yyyy) the LLP was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary LLPs.

15. Auditors

An auditor is a person who makes an independent report to the LLP members on whether the LLP has prepared its annual accounts in accordance with the requirements of the Companies Act 2006 as applied to LLPs and the applicable financial reporting framework.

The report must state whether the accounts give a true and fair view of the LLP’s state of affairs as at the end of the financial year, and profit or loss for the year.

15.1 How to appoint an auditor

An auditor must be appointed for each financial year, unless the designated members reasonably determine otherwise on the grounds that audited accounts are unlikely to be required.

The designated members appoint the first auditor of the LLP. The members may then appoint or re-appoint an auditor each year within 28 days of the designated members’ sending the accounts to the members or the end of the time when they should have been sent. If they do not do so for a particular year, the appointed auditor remains in office until the members determine to reappoint them or to remove them as auditor - unless the LLP agreement requires the actual re-appointment.

15.2 What an auditor does

The auditor conducts the audit in accordance with UK-adopted International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board.

An audit includes examination of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the designated members in preparing the financial statements.

15.3 What an auditor’s report includes

The auditor’s report must include:

• an introduction identifying the accounts that are the subject of the audit
• a description of the scope of the audit identifying the auditing standards and the financial reporting framework that has been used in the preparation of the accounts
• a statement as to whether in the auditors’ opinion the accounts have been prepared in accordance with the Companies Act 2006, as applied to LLPs
• a statement as to whether the accounts give a true and fair view of the LLP’s or (in the case of group accounts) the group’s financial affairs
• if the auditors are of the opinion that the LLP has not kept adequate accounting records, a statement to that effect
• if the LLP has not provided the auditors with all the information they need to complete the report, a statement to that effect

The auditors’ report must be either unqualified or qualified, and must include a reference to any matters to which the auditors wish to draw attention by way of emphasis without qualifying the report. 

The auditor will qualify the report either where there has been a limitation on the scope of the auditor’s work or where there is a material disagreement between the LLP and the auditors about the accounts.

15.4 Responsibility for signing the auditor’s report

The auditors must sign and date the report they provide to LLP members upon completion of the audit. They must also print their name.

Where the auditor is a firm, the senior statutory auditor must sign the original auditors’ report in their own name on behalf of the firm. They must also date the signature.

The LLP must state the name of the senior statutory auditor in copies of the auditors’ report it publishes. 

Copies of the auditors’ reports sent to Companies House must state the names of the audit firm and the senior statutory auditor - but it does not need to be signed.

15.5 Exemptions from stating the auditor’s name on the auditor’s report

If the LLP considers there is a risk that the auditor or any other person would be at risk of serious violence or intimidation if the auditor‘s name (or the name of the ‘senior statutory auditor’ who signed the report on the audit firm’s behalf) appeared on filed or published copies of the report, it may determine to omit the name from those copies.

Do not send a copy of the determination to Companies House. You should send notice of it to the Secretary of State.

The Secretary of State
PO Box 4082
Cardiff
CF14 3WE

The notice must state:

• the name and registered number of the LLP
• the financial year of the LLP to which the report relates
• the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior statutory auditor

The auditor’s report attached to the accounts would need to contain the following statement:

The LLP has determined that the auditor’s name should not be stated in accordance with section 506 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit)(Application of Companies Act 2006) Regulations 2008).

15.6 Accountants as auditors

An auditor must be independent of the LLP. You cannot appoint a person as an auditor if they are:

• a member or employee of the LLP or an officer or employee of an associated undertaking
• a partner or employee of such a person, or a partnership of which such a person is a partner

If your accountant does not fall into one of the above categories and if they are a registered auditor supervised by a recognised supervisory body, then they may act as the LLP’s auditor.

Not all members of a recognised supervisory body are eligible to act as an auditor but the appropriate supervisory body will be able to tell you whether a particular individual or firm is a registered auditor.

Not all members of a recognised supervisory body are eligible to act as an auditor. The appropriate supervisory body will be able to tell you whether a particular individual or firm has a current audit-practising certificate.

15.7 Recognised supervisory bodies

These are bodies recognised by the Professional Oversight Board as having rules designed to ensure that auditors are of the appropriate professional competence. Each recognised body has strict regulations and a disciplinary code to govern the conduct of their registered auditors.

There are 4 recognised supervisory bodies.

The Institute of Chartered Accountants of Scotland

The Institute of Chartered Accountants of Scotland
21 Haymarket Yards
Edinburgh
EH12 5BH
Website: www.icas.org.uk

The Institute of Chartered Accountants in England and Wales

The Institute of Chartered Accountants in England and Wales
Level 1
Metropolitan House
321 Avebury Boulevard
Milton Keynes
MK9 2FZ
Website: www.icaew.com

The Institute of Chartered Accountants in Ireland.

The Institute of Chartered Accountants in Ireland
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG
Website: www.icai.ie

The Association of Chartered Certified Accountants.

The Association of Chartered Certified Accountants
29 Lincoln’s Inn Fields
London
WC2A 3EE
Website: www.acca.org.uk

15.8 Auditors’ duties

Subject to the Auditing Practices Board ethical standards, the auditors’ statutory duties are limited to checking that there are adequate books and records, and to reporting on the annual accounts. 

Subject again to those ethical standards, there’s nothing to stop an LLP employing an auditor for other purposes (such as keeping the books or compiling the tax return) if they do not take part in the management of the LLP.

You should agree an engagement letter that sets out the scope of the auditor’s engagement and the form of any reports that the auditor will make.

15.9 Removal of auditors

If an auditor ceases for any reason to hold office, they must send a notice to the LLP’s registered office. The notice should set out any circumstances connected with ceasing to hold office that the auditor considers should be brought to the attention of the members and creditors of the LLP.

If there are any such circumstances, the LLP must send a copy of the notice to all the members of the LLP unless a successful application is made to the court to stop this. If the auditor does not receive notification of an application to the court within 21 days of sending the notice to the LLP, the auditor must send us a copy of the notice within a further 7 days.

If there are no such circumstances, the auditor must send the LLP a statement to that effect. The LLP does not have to circulate this statement to the members, but they must send a copy to Companies House.

Also where the auditor resigns or is removed from office, there are obligations on the auditor and the LLP to notify the ‘appropriate audit authority’. There is more detailed guidance on these provisions from the Financial Reporting Council.