Guidance

Limited liability partnership (LLP) strike off, dissolution and restoration

Updated 4 March 2024

This guidance answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area.

The guidance is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.

1. Voluntary strike off and dissolution

An LLP may apply to the registrar to be struck off the register and dissolved.

The LLP can do this if it is no longer needed. For example if:

• the members may wish to retire and there is no-one to take over from them
• the number of members may have fallen below the statutory requirement for 2 for more than 6 months (exposing the remaining member to personal liability for the LLP’s debts)
• it is a subsidiary whose name is no longer needed
• it was set up to exploit an idea that turned out not to be feasible

Some LLPs who are dormant or non-trading choose to apply for strike off. If you have decided that you no longer want to retain your LLP and wish to have it struck off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the LLP to the register at a later stage.

This procedure is not an alternative to formal insolvency proceedings where these are appropriate. Even if the LLP is struck off and dissolved, creditors and others could apply for the LLP to be restored to the register.

2. Rules for applying for strike off

An application for voluntary striking off may be made by a majority of the members. However, if there are only 2 members it must be made by both of them and if there is only 1 remaining member that member can apply.

Sections 1004 and 1005 of the Companies Act 2006, as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 set out the circumstances in which the LLP may not apply to be struck off.

For example, the LLP may not make an application for voluntary strike off if, at any time in the last 3 months, it has:

• traded or otherwise carried on business
• changed its name
• made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business (for example, an LLP in business to sell apples could not continue selling apples during that 3 month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored)

Also, the LLP may not apply if it has engaged in any other activity except one which is necessary or expedient for the purpose of:

• making an application for strike off or deciding whether to do so (for example, an LLP may seek professional advice on the application and pay the cost of submitting the application form LL DS01)
• concluding the affairs of the LLP
• complying with any statutory requirement

An LLP also cannot apply to be struck of if it is the subject, or proposed subject, of:

• any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with)
• a scheme under section 895 of the Companies Act 2006 as applied to LLPs (that is a compromise or arrangement between an LLP and its creditors or members)

An LLP can apply for strike off if it has settled trading or business debts in the previous 3 months.

You can find further circumstances in which you cannot make an application in sections 1004 and 1005 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

You will commit an offence if you make an application which is prohibited by these sections.

3. What you should do before applying

There are safeguards for those who are likely to be affected by an LLP’s dissolution. If your LLP has creditors, members etc, you must warn all the people listed in this guidance before applying, as any of them may object to the LLP being struck off.

You should deal with any loose ends, such as closing the LLP’s bank account or the transfer of any domain names before you apply.

You may notify any other organisation or party who may have an interest in the LLP’s affairs, otherwise they might later object to the application. Examples include HM Revenue & Customs (HMRC), local authorities, especially if the LLP is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.

From the date of dissolution, any assets of a dissolved LLP will belong to the Crown. The LLP’s bank account will be frozen and any credit balance in the account will pass to the Crown.

4. How to apply for strike off

Use our online service to close your LLP. This will help us process your application as quickly as possible.

You can also apply on paper by sending a form LL DS01.

It takes longer to process paper forms and applications sent by post.

4.1 Application fee

A fee of £10 is payable to cover the cost of providing the service.

We will not refund the fee if you withdraw the application after we have registered it. A further fee will be payable for a new application.

If applying on paper, you must make cheques payable to ‘Companies House’ and write the LLP number on the reverse. Cheques should not be payable from the account of the LLP applying for strike-off.

5. Who you must inform about your application for strike off

Within 7 days of sending the application to Companies House, the members making the application must send a copy to:

• members of the LLP (but not the members making the application)
• employees of the LLP
• creditors of the LLP - including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if the LLP owes them money, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants (you must also notify appropriate offices of HM Revenue & Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities)
• a manager or trustee of any employee pension fund of the LLP

The members must also give a copy of the application to any person who (after the application has been made) becomes a member, employee or creditor of the LLP, or a manager or trustee of any employee pension fund of the LLP - within 7 days of their appointment. This obligation continues until the dissolution of the LLP or the withdrawal of the application.

You can post them a copy of your application for strike off or leave it at:

• the last known address (if an individual)
• the principal or registered office (if an LLP or other body)

You can also make a creditor of the LLP aware of the application by leaving a copy of it at, or posting a copy of it to the place of business with which the LLP has had dealings in relation to the current debts (for example, the branch from where you ordered goods or which invoiced you). However, if there is more than one such place of business, you should deliver a copy of the application to each of those places. It is advisable to keep proof of delivery or posting.

6. When we receive your application for strike off

Companies House will examine the form and, if it is acceptable, put it on the LLP’s public record. We will send an acknowledgement to the address shown on the form. We will also notify the LLP at its registered office address to allow them to object if the application is bogus.

The registrar will publish notice of the proposed striking off in the Gazette to allow interested parties the opportunity to object. A copy of this notice will be placed on the LLP’s public record. If the registrar sees no reason to do otherwise, he will strike off the LLP not less than 3 months after the date of the notice.

The LLP will be dissolved on publication of a further notice stating this in the relevant Gazette.

7. The Gazette

The Gazettes are the official newspapers of record in the UK. These are:

• the London Gazette, for LLPs incorporated in England and Wales
• the Edinburgh Gazette, for LLPs incorporated in Scotland
• the Belfast Gazette, for LLPs incorporated in Northern Ireland

When the registrar publishes a notice to strike off or restore an LLP in the Gazette, the notice will appear in the Gazette for the part of the UK where the LLP was incorporated. The Gazettes are published weekly - see the Gazette website.

8. Withdrawing your application for strike off

The members must ensure the application is withdrawn immediately if they change their mind or the LLP ceases to be eligible for striking-off.

This may be because (after applying to be struck off) the LLP:

• trades or otherwise carries on business
• changes its name
• for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example an LLP may continue the application if it disposes of a telephone which it kept to deal with enquiries about its application)
• becomes subject to formal insolvency proceedings or makes an application under section 899 of the Companies Act 2006, as applied to LLPs (a compromise or arrangement between an LLP and its creditors)

This may also be because the LLP engages in any other activity, unless it was necessary or expedient in order to:

• make or proceed with a striking-off application
• conclude those of its affairs that are outstanding because of what has been necessary or expedient to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs and then finally disposing of the office)
• comply with a statutory requirement

Any member may file the application to withdraw the striking off action by:

• using our online service
• submitting a paper form LL DS02

It’s taking much longer than usual to process paper forms and applications sent by post.

Section 1009 of the Companies Act 2006, as applied by LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, contains the full circumstances that mean you must withdraw an application for strike off.

9. Objecting to strike off

Any interested party can object about the application for strike off. Objections or complaints must be in writing and sent to Companies House with any supporting evidence, such as copies of invoices that may prove the LLP is trading.

Reasons could include:

• if the LLP has broken any of the conditions of its application for example, it has traded, changed its name or become subject to insolvency proceedings during the 3 month period before the application, or afterwards if the members have not informed interested parties
• if any of the declarations on the form are false
• if some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court)
• if other legal action is being taken against the LLP
• if the members have wrongfully traded or committed a tax fraud or some other offence

10. Offences and penalties

It is an offence:

• to apply when the LLP is ineligible for striking-off
• to provide false or misleading information in, or in support of, an application
• not to copy the application to all relevant parties within 7 days
• not to withdraw the application if the LLP becomes ineligible

The offences attract a fine on summary conviction (before a Magistrates’ Court or Sheriff Court) or an unlimited fine on indictment (before a jury). If the members breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application they are also potentially liable to not only a fine but also up to 7 years imprisonment.

Anyone convicted of these offences may also be disqualified from being a member for up to 15 years.

However, before a prosecution can be considered, as a prosecuting authority the Department for Business, Innovation and Skills must ensure it complies with the Code for Crown Prosecutors. The Code requires prosecuting authorities to take account of various matters when deciding whether to prosecute.

11. Strike off by the registrar if your LLP is no longer carrying on business or in operation

The registrar can strike off an LLP if it is neither carrying on business nor in operation. The registrar may take this view if, for example:

• Companies House has not received documents from an LLP that should have been sent
• mail that Companies House has sent to an LLP’s registered office is returned undelivered
• the LLP has no members

Before striking off the register, Companies House will communicate with the LLP to inquire whether it is still carrying on business or in operation. If the registrar is satisfied that it is not, we will publish a notice in the relevant Gazette stating that the registrar intends to strike the LLP off the register unless shown reason not to do so.

A copy of the notice will be placed on the LLP’s public record. If the registrar sees no reason to do otherwise, the LLP will be struck off not less than 2 months after the date of the notice. The LLP will be dissolved on publication of a further notice stating this in the relevant Gazette.

11.1 How to avoid being struck off

If you want your LLP to remain on the register, you must reply promptly to any formal inquiry from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the members being prosecuted.

11.2 Objecting to strike off by the registrar

We’ll take into account representations from the LLP and other interested parties, for example, creditors. If there is good reason not to strike the LLP off the register, we may suspend the action until the objection is resolved.

12. Assets of a dissolved LLP

From the date of dissolution, any assets of a dissolved LLP will be “bona vacantia”. Bona vacantia literally means “vacant goods”, and is the technical name for property that passes to the Crown because it does not have a legal owner. The LLP’s bank account will be frozen and any credit balance in the account will be passed to the Crown.

You should address any enquiries about bona vacantia property, as appropriate, to:

Situation of the LLP	Who to contact
If the LLP is incorporated in Northern Ireland	The Crown Solicitor, Royal Courts of Justice, Chichester Street, Belfast BT1 3JY
If the LLP is incorporated in Scotland	The King’s and Lord Treasurer’s Remembrancer (QLTR Unit), Scottish Government Building, 1B Bridge, Victoria Quay, Edinburgh EH6 6QQ
If the LLP’s registered office is in Lancashire	The Solicitor for the Affairs of the Duchy of Lancaster, Farrer & Co, 66 Lincoln’s Inn Fields, London WC2A 3LH
If the LLP’s registered office is in Cornwall or the Isles of Scilly	The Solicitor for the Affairs of the Duchy of Lancaster, Farrer & Co, 66 Lincoln’s Inn Fields, London WC2A 3LH
In all other cases	The Government Legal Department, Bona Vacantia Division (BVD) , PO Box 70165, London WC1A 9HG

13. Restoring an LLP by court order

Unless an LLP is administratively restored to the register, the registrar can only restore an LLP to the register if we receive a court order. Anyone who intends to make an application to the court to restore an LLP is advised to obtain independent legal advice.

Any LLP which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.

13.1 Who can apply for a court order to restore an LLP

Generally, an application for restoration can be made by:

• any former member, creditor or liquidator
• any person who had a contractual relationship with the LLP or who had a potential legal claim against the LLP
• any person who had an interest in land or other property in which the LLP also had an interest, right or obligation
• any manager or trustee of the LLP’s former employees’ pension fund
• any other person who appears to the court to have an interest in the matter

13.2 When you can apply

For LLPs dissolved under section 1000 or section 1003 of the 2006 Act and section 652 or section 652a of the 1985 Act

As a general rule restoration by court order can be applied for up to 6 years from the date of dissolution, if the dissolution date is on or after 1 October 2009.

There are no time limits for personal injury claims.

For LLPs dissolved under section 201 and section 205 and paragraph 84 of schedule B1 of the Insolvency Act and section 652 of 1985 Act or section 1001 of the 2006 Act

LLPs dissolved on or before 30 September 2007 following any form of liquidation are out of time to restore the LLP.

LLPs dissolved on or after 1 October 2007 following any form of liquidation have 6 years from the date of dissolution.

There are no time limits for personal injury claims.

13.3 Where to apply

Restoration in England and Wales

If you are restoring an LLP that was registered in England or Wales, you must apply to the court by completing a Part 8 claim form (N208) (this is the standard form that starts proceedings), which is available in the Court Service website. The registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons.

Cases are also heard at the district registries. Jurisdiction of district registries can be found on the Court Service website. Alternatively, you can make an application to a County Court that has the authority to wind up the LLP. See the Government Legal Department Guide to Company Restoration or telephone 020 7210 3000.

You must give the registrar at least 10 days notice of the hearing to allow time to deal with the matter and instruct the solicitor representing the registrar.

Restoration in Scotland

If you are restoring an LLP that was registered in Scotland, you must apply to the Court of Session. Alternatively, can apply to the Sheriff Court in the sheriffdom in which the LLP has its registered office.

You can find information and locations of Sheriff Courts at the Scottish Courts and Tribunals website. You must serve the petition to restore on the Registrar of Companies in Scotland and any other bodies directed by the court. There is no witness statement required and the period required for responses is set by the court and only commences when the petition is served on the registrar.

Restoration in Northern Ireland

If you are restoring an LLP that was registered in Northern Ireland, you should serve the originating summons on both of the following:

The Registrar of Companies
Companies House
Crown Way
Cardiff
CF14 3UZ

Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

The registrar will also require a copy of the witness statement in support of the application.

13.4 How to serve documents

You should serve the claim form, witness statement/affidavit and supporting evidence (for example, the incorporation certificate) on the Registrar of Companies and the solicitor dealing with any ‘bona vacantia’ assets.

Situation of the LLP	Who to service documents to
For LLPs registered in England and Wales	The Treasury Solicitor, unless the registered office is in Lancashire or Cornwall, when it should be served on the solicitor to the Duchy of Lancaster or Cornwall
For LLPs registered in Scotland	The Lords Advocate
For LLPs registered in Northern Ireland	The Crown Solicitor in Northern Ireland

Companies House

Crown Way
Cardiff
CF14 3UZ

DX 33050 Cardiff

Documents can be delivered by post and we suggest recorded delivery for safe delivery.

14. What evidence to give

Other than in Scotland, the court will require:

• evidence the originating document was served
• written confirmation that the solicitor dealing with the bona vacantia assets has no objection to the restoration of the LLP (you should attach a copy of their letter to the affidavit or witness statement) - this does not apply in Scotland
• when the LLP was incorporated and the nature of its objects (you should attach a copy of the certificate of incorporation and incorporation document)
• its membership
• its trading activity and, if applicable, when it stopped trading
• an explanation of any failure to deliver accounts, annual returns, confirmation statements or notices to the registrar
• details of the striking-off and dissolution
• comments on the LLP’s solvency
• any other information that explains the reason for the application

In England and Wales and in Northern Ireland the above information must be provided in an affidavit or witness statement. In Scotland this information can be provided in the petition to restore.

Further information about the requirements for England and Wales can be found in the Government Legal Department Guide to Company Restoration. If you require further information about restoration in Northern Ireland or Scotland please contact your solicitor.

The registrar will provide information to assist in an application to the court. Before the court hearing, the registrar will normally require delivery of any statutory documents to bring the LLP’s public file up to date. You should send these to Companies House at least 5 working days before the hearing, to allow time to process or return them for amendment.

14.1 When an LLP is restored to the register with a different name

The registrar will normally restore an LLP with the name it had before it was struck off and dissolved. If at the date of restoration the LLP’s former name is the same as another name on the registrar’s index of names, he cannot restore the LLP with its former name. You can check the index of names online to see if an LLP’s name is the same as another on the register.

If the name is no longer available, the court order may state another name by which the LLP is to be restored. On restoration, we will issue a change of name certificate as if the LLP had changed its name.

Alternatively, the LLP may be restored to the register as if its registered number is also its name. The members then have 14 days from the date of restoration to deliver the notice of change of name for an LLP - form LL NM01 to Companies House, with the appropriate fee. If the document is accepted we will issue a change of name certificate.

The change of name does not take effect until we have issued the certificate.

See our guidance on LLP incorporation and names.

It is an offence if the LLP does not change its name within 14 days of being restored with the LLP number as its name.

14.2 Costs or penalties that may apply when restoring an LLP

Where property has become bona vacantia, the court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The court may also direct that the claimant meets the registrar’s costs in connection with the proceedings for the restoration.

The LLP must normally pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the LLP was dissolved
• penalties due for accounts delivered on restoration, if the accounts were overdue at the date the LLP was dissolved

The appropriate filing fee must also be paid on submission of outstanding documents.

The level of any late filing penalty depends on how late the accounts are when the registrar receives them. For example, a set of accounts that you should have delivered 2 months before an LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty.

The LLP is not liable for late filing penalties for accounts received on restoration but which became due while the LLP was dissolved.

See Late filing penalties for LLPs.

14.3 When the court makes an order for restoration

The applicant must deliver a copy of the court order to the registrar to restore the LLP. An LLP is restored when you deliver the order. When restoring an LLP that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.

14.4 Once an LLP has been restored by the court

When it has been restored, the general effect is that an LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register.

The court may give directions or make provisions to put the LLP and all other persons in the same position as they were before the LLP was dissolved or struck off. The registrar will also place a notice of the restoration in the relevant Gazette.

15. Administrative restoration

Under certain conditions, where the registrar dissolved an LLP because it appeared to be no longer carrying on business or in operation, a former member may apply to the registrar to have the LLP restored. This is called ‘administrative restoration’.

If the registrar restores the LLP it is deemed to have continued in existence as if it had not been dissolved and struck off the register.

See section 1025 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

15.1 Who can apply

Only a former member of the LLP can apply.

To be eligible for administrative restoration, the LLP must have been:

• struck off the register under sections 1000 and 1001 of the Companies Act 2006, as applied by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 or section 652 of the Companies Act 1985 (as applied by the Limited Liability Partnership Regulations 2001)
• dissolved for no more than 6 years at the date Companies House receives your application for restoration

If an LLP meets the above criteria, an application for restoration can be made if it meets the following conditions:

• it must have been carrying on business or in operation at the time it was struck off
• if any property or rights belonging to the LLP became bona vacantia, the applicant must provide the registrar with a statement in writing from the relevant Crown Representative giving consent to the LLP’s restoration - this statement is called a ‘Bona Vacantia waiver letter’, and must be obtained from the relevant Crown representative (a fee will be applicable)
• the applicant must have delivered all documents necessary to bring the LLP’s records up to date to the registrar and paid any outstanding late filing penalties

16. How to apply for administrative restoration

You must send form LL RT01 to Companies House together with a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for restoration are met.

The fee for processing this application is £100. Please make cheques payable to ‘Companies House’ and write the LLP number on the reverse.

16.1 Other costs or penalties

The applicant must meet the Crown representative’s costs or expenses (if demanded). The LLP must pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing.

The penalties that may be due are:

• unpaid penalties outstanding on accounts delivered late before the LLP was dissolved
• penalties due for accounts delivered on restoration, if the accounts were overdue at the date the LLP was struck off

The level of any late filing penalty depends on how late the accounts are when the registrar receives them. For example, a set of accounts that you should have delivered 2 months before an LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty before the restoration of the LLP.

The LLP is not liable for late filing penalties for accounts received on restoration but which became due while the LLP was dissolved.

See Late filing penalties.

Anyone who was a member of the LLP before it was dissolved or struck off, would be a member immediately after its restoration. The applicant and anyone who was a member of the LLP before it was dissolved or struck off, must have paid any outstanding fines or financial penalties imposed on them in respect of an offence under the Companies Acts relating to the LLP.

16.2 What happens next

The registrar will give notice to the person who has applied for restoration of his decision.

If the registrar restores the LLP to the register, the restoration will take effect from the date he sends the notice. The notice will include the LLP’s registered number and the name of the LLP. If the LLP is restored to the register under a different name or with the LLP number as its name, that name and its former name will appear on the notice.

If the registrar does not restore the LLP to the register, the applicant has 28 days from the date the notice is issued by the registrar in which to apply to the court for restoration.

17. When an LLP is restored with a different name

If at the date of restoration the LLP’s former name is the same as another name on the registrar’s index of company names it will need to choose an alternative name. The application for restoration may state another name by which the LLP is to be restored.

You can check the index of names online.

On restoration, we will issue a change of name certificate as if the LLP had changed its name.

Alternatively, the LLP may be restored to the register as if its registered number is also its name. The members then have 14 days from the date of restoration to deliver the notice of change of name for an LLP - form LL NM01 to Companies House, with the appropriate fee. If the document is accepted we will issue a change of name certificate.

The change of name does not take effect until we have issued the certificate.

See our guidance on LLP incorporation and names.

17.1 Once the LLP is restored to the register

When it has been restored, the general effect is that an LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register.

An application can be made to the court for directions or provision required to put the LLP and all other persons in the same position as they were before the LLP was dissolved or struck off. Any such applications to the court must be made within 3 years of the LLP being restored.