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Voluntary striking off and dissolution
LLPs no longer carrying on business or in operation
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Further information

Voluntary strike off and dissolution

1. In what circumstances may an LLP apply to be struck off the register?

An LLP that is not carrying on business or in operation may apply to the registrar to be struck off the register and dissolved. Circumstances in which this may arise are: the members may wish to retire and there is no-one to take over from them; or the number of members may have fallen below the statutory requirement for 2 for more than 6 months, thereby exposing the remaining member to personal liability for the LLP’s debts; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible.

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. Further information on restoration is in chapter 3.

2. When can I not apply to the registrar to strike my LLP off the register?

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; or
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).
However, 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 & 1005 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009. Please note you will commit an offence if you make an application which is prohibited by these sections see question 12.

3. What should I 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 question 5, 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, 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 Her Majesty’s Revenue and Customs, 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. Further information on what happens to the assets when the LLP is dissolved is covered in Chapter 2 question 4.

4. How do I apply?

You must complete the Striking off application by an LLP – Form LL DS01. This is available from our website or available from the sources listed in chapter 6.

The form must be signed and dated:

by the majority of members;
if there are only 2 members, by them both; or
if there is only 1 remaining member, by that member.
It will help Companies House if you give the name, address, and telephone number of the person we should contact if we have any queries about the application. You should be aware that this information will appear on the LLP’s public record when we register the form. You should then send the completed form, with the fee to the registrar of that part of the United Kingdom in which your LLP is registered. Further information on the fee payable is in question 13.

5. Who must I inform?

The members making the application must send a copy to the following people, within 7 days of sending the application to the registrar:

members of the LLP, except for 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. Also, you must notify appropriate offices of Her Majesty’s Revenue and Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities; and
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. Further information on the offence for not circulating the notice to the various parties is covered in question 12.

6. How should I inform the various parties?

You can post a copy of the Form LL DS01 to, or leave it at:

the last known address (if an individual);
the principal / registered office (if an LLP or other body)
It is also permissible to 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.

7. What happens when Companies House receives the application?

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 enable it 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.

8. What is the Gazette?

The Gazettes are the official newspapers of record in the United Kingdom. There are 3 of them: the London Gazette, for LLPs incorporated in England and Wales; the Edinburgh Gazette, for LLPs incorporated in Scotland; and 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 United Kingdom in which the LLP was incorporated. The Gazettes are published weekly and further information can be found on the Gazette website.

9. What if the LLP ceases to be eligible or I change my mind and want to withdraw my application?

The members must notify Companies House using the Withdrawal of striking off application by an LLP – Form LL DS02 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); or
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); or
comply with a statutory requirement.
Any member may complete and sign the withdrawal of striking off application Form LL DS02 and send it to the registrar.

Section 1009 of the Companies Act 2006, as applied by LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, contain the full circumstances that mean you must withdraw an application for strike off and question 12 contains information on the offences for failure to withdraw an application.

10. Can anyone object to dissolution?

Any interested party can object to the registrar.

11. How and why can they object?

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.
Further information can be found in sections 1004 & 1005 of the Companies Act 2006, as applied by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

12. Offences and penalties

It is an offence:

to apply when the LLP is ineligible for striking-off, see question 2;
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 of up to a maximum of £5,000 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.

13. Do I need to send a fee with my application?

Yes. 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. Please make cheques payable to 'Companies House' and write the LLP number on the reverse.