Updated for 2026/27. A UK limited liability partnership (LLP) is formed with at least two members. If membership later falls to one, the LLP does not immediately disappear, but the position must be corrected promptly because prolonged single membership can expose the remaining member to personal liability.
Can an LLP continue with one member?
Yes, temporarily. Under the Limited Liability Partnerships Act 2000, an LLP may continue trading after its membership falls below two. However, if it carries on business with only one member for more than six months, the remaining member can become personally liable for obligations incurred after that six-month period if they know the LLP is operating with only one member.
The limited-liability protection is therefore at risk for new debts during the extended single-member period. The six months should be treated as a short window to appoint another genuine member or wind down the LLP—not as a permanent single-owner structure.
What should the remaining member do?
- Check the LLP agreement. It may contain succession, retirement, death, incapacity or compulsory-transfer provisions.
- Record the change. Document the date and reason the other member ceased membership.
- Notify Companies House. File the appropriate termination notice, normally form LL TM01 for an individual member or LL TM02 for a corporate member, within the statutory time limit.
- Appoint a replacement. Carry out identity, consent, sanctions and professional checks as appropriate, amend the agreement and notify Companies House.
- Review authority. Update bank mandates, contracts, insurance, HMRC agent authorities and regulatory registrations.
- Take advice before six months expires. If no suitable member will join, consider transferring the business or closing the LLP.
Does the LLP still need two designated members?
An LLP must have at least two designated members. If there are fewer, every member may be treated as designated. Designated members have additional statutory responsibilities, including accounts, confirmation statements, changes at Companies House and acting in an insolvency process. A sole remaining member should not assume that the absence of another designated member removes filing duties.
Companies House filings
Companies House should be told when a member joins, leaves or changes details. Member changes are normally reportable within 14 days. The LLP must continue filing accounts and confirmation statements while it remains registered, even if trade has stopped. Late or inaccurate filings can lead to penalties, strike-off action or prosecution.
Tax consequences
The LLP remains responsible for its partnership tax return for the relevant period, and the remaining and departing members report their allocated shares. A member’s departure can also affect capital accounts, asset interests, losses, payments on account and potentially Capital Gains Tax. The tax result does not always follow the cash settlement.
If the business moves to a sole trade or company, the transfer of assets, VAT registration, payroll, contracts and tax elections must be planned. An LLP cannot simply be relabelled as a sole trade while retaining the same legal identity.
Contracts and personal liability
Contracts entered into by the LLP remain its obligations, but the statutory single-member rule may make the knowing sole member jointly and severally liable for obligations incurred after the six-month grace period. Lenders, landlords and suppliers may also have guarantees or change-of-control clauses that create separate exposure.
What if the other member has died?
Review the LLP agreement and the deceased member’s estate documents immediately. An executor does not automatically become an LLP member. The agreement may govern the deceased member’s financial entitlement, valuation and appointment of a successor. Professional advice is especially important where the business must keep operating.
Example timeline
If an LLP’s second member leaves on 1 September 2026, the remaining member should aim to appoint a replacement well before 1 March 2027. If the LLP continues with one member beyond that point, the remaining member may be personally liable for qualifying obligations incurred after the six-month period where the statutory knowledge condition is met.
Closing the LLP instead
If the LLP is solvent, has stopped trading and meets the conditions, the members may consider voluntary strike-off after dealing with assets, liabilities, tax and interested parties. Strike-off is not a substitute for insolvency procedures and should not be used to avoid creditors.
See the official Companies House LLP forms and the Limited Liability Partnerships Act 2000. Our guide on adding a new LLP member explains the appointment process.
Frequently asked questions
Is a one-member LLP automatically dissolved?
No. It may continue temporarily, but personal-liability risk arises if it trades with one member beyond six months in the circumstances described above.
Can a spouse or company be the second member?
An individual or corporate body may generally be a member, but the appointment must be genuine and documented. Tax, control, benefit and regulatory consequences should be reviewed.
Should the LLP stop taking new work?
Not automatically, but the member should understand the liability deadline, contractual position and plan for restoring membership or closing.
This is general UK information, not legal or tax advice for a specific LLP.
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