Executive summary
A UK limited liability partnership (LLP) and a private limited company (Ltd) are both separate legal entities, but their accounts tell the story in different ways because ownership, profit entitlement and taxation work differently. An LLP is a body corporate with members (often called partners) and is typically taxed transparently: profits are allocated to members and taxed on them, not on the LLP itself.
A Ltd is legally separate from its owners (shareholders) and pays Corporation Tax on its profits; shareholders are then taxed when value is extracted (salary/dividends).
The big practical difference is that the tax filing spine diverges: a Ltd company files a Company Tax Return and deals with Corporation Tax, while an LLP generally files partnership returns and members file Self Assessment (with special rules where salaried member status triggers PAYE/NIC).
Key differences
Topic | LLP | Limited company (Ltd) |
|---|---|---|
Legal form | Body corporate with members; members act as agents; limited liability. | Separate legal entity owned by shareholders; run by directors. |
Who “owns” the profit | Members have contractual profit shares under the members’ agreement. | Company earns profit; board recommends dividends; shareholders receive dividends if declared. |
Tax on trading profit | Profits usually taxed on members (income tax + NIC), whether withdrawn or not. | Profits taxed on company (Corporation Tax); shareholders taxed when profits are paid out (e.g., dividends). |
Accounts presentation “tell” | Focus on members’ interests (some member capital may be debt vs equity depending on terms). | Focus on share capital, reserves and retained earnings. |
Typical UK GAAP approach | Usually FRS 102 with LLP SORP guidance on members’ interests/remuneration. | FRS 102 (or Section 1A for small), or FRS 105 for micro-entities. |
Companies House accounts filing | Accounts due 9 months after ARD (first accounts have special rules). Small LLPs can often omit P&L from public filing. | Accounts due 9 months after year end (first accounts special rules). Small companies can often file reduced/filleted accounts (rules evolving). |
HMRC filing | Partnership return + members’ Self Assessment; PAYE applies for employees and can apply to “salaried members”. | CT600 Company Tax Return; PAYE for directors/employees; dividends reported via Self Assessment where needed. |
Audit exemption | Size-based; small LLPs can claim audit exemption if qualifying. | Size-based; small companies can claim audit exemption if qualifying. |
Beneficial ownership | PSC regime applies; PSC details held on Companies House register (local PSC registers abolished from 18 Nov 2025). | Same PSC regime; identity verification applies to PSCs/directors (phased regime from 18 Nov 2025). |
The size-based thresholds and filing options matter: micro/small entities have reduced disclosure and, historically, reduced public filing (especially around P&L), but reforms to accounts filing have been under review and may change the amount of financial information on the public register in future.
Legal status and ownership
An LLP is created under the Limited Liability Partnerships Act 2000 and is explicitly a “body corporate” with legal personality separate from its members. That corporate status is why LLPs must file statutory accounts and other documents, and why members’ liability is (generally) limited.
A Ltd is also legally separate from its owners: government guidance describes a limited company as “legally separate from the people who own it” and run by directors. This separation is the accounting and tax foundation for concepts like share capital, distributable reserves, dividends, directors’ duties and Corporation Tax accounting periods.
Ownership/control differs in how it shows up in accounts and filings:
LLP: ownership is not represented by shares; profit rights sit in the members’ agreement, and accounts often track members’ capital/current accounts and whether amounts due to members are liabilities or equity-like interests.
Ltd: ownership is usually represented by shares and voting rights; equity is typically shown as share capital plus reserves/retained earnings.
Accounting frameworks and statement preparation
In the UK, the two most common statutory reporting bases for SMEs are UK GAAP (FRS standards) and, for some entities, UK-adopted IFRS. The Financial Reporting Council describes FRS 102 as applying to entities not using adopted IFRS/FRS 101/FRS 105, and it is designed for general purpose financial statements including entities that are not companies.
For micro-entities, FRS 105 is the dedicated standard: it is intended for entities that qualify for the micro-entities regime and reflects simplified requirements. It is also widely explained as restricting certain accounting options (for example, prohibiting revaluation and many fair value measurements), which can affect how a micro entity’s balance sheet looks compared with an FRS 102 set.
Why LLP accounts often look different under UK GAAP
The LLP SORP focuses heavily on how to present:
Members’ interests: members’ capital/amounts due may be classified as liabilities or equity depending on the withdrawal/repayment terms, which can materially change net assets and gearing.
Members’ remuneration/profit share: LLP accounts often show members’ remuneration/profit allocation in a way that differs from directors’ pay plus dividends in a company.
Also note the timing: significant amendments to FRS 102 from the Periodic Review 2024 are largely effective for periods beginning on or after 1 January 2026 (with early adoption permitted), so both LLPs and companies applying FRS 102 may see changes in areas like leases and revenue presentation from 2026 accounts onwards.
Filing obligations and deadlines
Companies House filing (statutory accounts)
For LLPs, government guidance states that LLPs have 9 months to submit acceptable accounts to Companies House after the end of each accounting reference period, with special rules for first accounts and ARD changes. The same guidance notes first accounts can have longer deadlines where the first period exceeds 12 months (e.g., 21 months from incorporation or 3 months from ARD, whichever is longer).
For private limited companies, the key deadlines: first accounts due 21 months after registration, annual accounts due 9 months after the financial year end.
HMRC filing and payment deadlines (tax)
For a Ltd, pay Corporation Tax (or tell HMRC none is due) 9 months and 1 day after the Corporation Tax accounting period ends, and file the Company Tax Return 12 months after the accounting period ends.
For LLPs taxed as partnerships, Self Assessment deadlines apply to members and (typically) the nominated partner. Self Assessment online returns and tax payment are due by 31 January following the end of the tax year (with paper returns earlier). Partnership filing dates can be nuanced in special cases, but the standard position for partnerships with individuals as partners is 31 October (paper) / 31 January (online), subject to “notice to file” timing rules.
Profit allocation and tax treatment
LLP: transparent profit allocation, taxed on members
HMRC’s partnership manual states that partners are liable to tax on their share of profits from the partnership; this is contrasted with companies, which are “opaque” because the entity itself is liable to tax. In practice, that means:
Profit shares are taxed on members (even if cash is retained in the LLP rather than drawn).
Members typically pay income tax and self-employed NIC (subject to specific rules and personal circumstances).
The partnership/LLP can still be responsible for “entity-level” obligations like PAYE and VAT.
A key UK complication is the “salaried member” regime: HMRC guidance explains that the rules treat some LLP members as salaried members (employees for tax) where the statutory conditions apply, bringing PAYE and Class 1 NIC into play.
For a Ltd, Corporation Tax rates depend on profit levels: small profits rate of 19% for profits at/below £50,000, main rate 25% above £250,000, and Marginal Relief between those limits (limits adjusted for associated companies and short periods). Payment is usually due 9 months and 1 day after the accounting period ends (for profits up to £1.5m), with the tax return due 12 months after the period end.
Shareholders then pay tax on dividends above the dividend allowance, at dividend rates linked to their income tax band (and dividends generally do not attract NIC in the way employment income does).
Audit, disclosure and transparency
Audit requirements and exemptions
Audit exemption is size-driven for both structures, with similar thresholds after the April 2025 uplift.
For private limited companies, (for financial years beginning on or after 6 April 2025) audit exemption generally applies if the company meets at least two of: turnover ≤ £15m, assets ≤ £7.5m, and ≤ 50 employees.
For LLPs, Companies House guidance applies the same thresholds (turnover ≤ £15m, balance sheet total ≤ £7.5m, employees ≤ 50) for accounting periods beginning on or after 6 April 2025, and explains the wording required on the balance sheet when claiming audit exemption.
What gets filed publicly (accounts) and what gets shown (people)
Companies House guidance for LLPs makes two presentation vs public filing points that often surprise owners:
Small LLP statutory accounts prepared for members usually include a P&L, balance sheet and notes, but small LLPs do not have to deliver a copy of the P&L to Companies House (they must state this on the balance sheet if they omit it).
Micro-entity LLP accounts must contain a balance sheet and a P&L, with additional simplifications and potential audit exemptions depending on eligibility.
On individuals and beneficial ownership, the regime is now materially different from a few years ago:
A Companies House / government PSC guidance document states that from 18 November 2025 the requirement for most companies and LLPs to maintain their own “local” PSC register was abolished, and Companies House holds a PSC register for each entity; PSCs are also required to verify identity under the new framework.
Companies House personal information guidance explains what is public for directors (and similarly for PSCs): name, nationality, and month/year of birth are public; service addresses are public; residential addresses and full dates of birth are kept on a private register (shared only with specified authorities/credit reference agencies under statutory rules).
These transparency obligations apply to both LLPs and companies, so an “LLP feels like a partnership” commercially, but it still carries a corporate-style public footprint.