What survives of the precinct consists of the cloister square in the angle between the nave and S transept of the church, and buildings on the N, E and S sides. The open W side is presumed to have contained the Abbot's lodgings. The finest scu;lpture is on the processional doorway to the nave of the church, at the E end of the N cloister walk, and this is recorded with the church rather than here. In the E walk, from N to S, is the end of the S transept with a book locker in the wall, a sacristy at the S end of the transept, the slype leading to an area that is empty now but may have contained the infirmary and the cemetery. Next comes the chapter house. Finally the S range contains the refectory with a doorway towards the W end.This was later divided in two; the E part becoming a warming room. The features described here all belong with the first campaign of work on the site, dateable to the 1170s.

The foundation of the abbey is attributed to the brothers Philip and Richard de Belmeis, nephews of Richard de Belmeis (d.1162), a minor Shropshire landowner who rose to become Henry I’s agent in the Welsh Marches and, in 1108, Bishop of London. A colony of canons was brought from the Arrouaisian house at Dorchester and established at Lilleshall between 1145 and 1148. The abbey was built on land given by Philip de Belmeis, who also gave wood for building and the Leicestershire churches of Ashby de la Zouch and Blackfordby. Richard’s contribution to the new foundation came from his prebends of the house of secular canons at St Alkmund’s, Shrewsbury, which were transferred to the canons from Dorchester as they became vacant. The foundation of Lilleshall thus involved the suppression of the chapel royal of St Alkmund’s, and was consequently seen as a royal foundation. In practice this meant that both Stephen and the Empress Matilda had to confirm it, which both did in 1145 and 1148 respectively. The abbey was dedicated to St Mary, probably from its foundation. Over the first century of its existence it amassed a considerable portfolio of land and properties. It was surrendered to the king in 1538, when it still held most of the properties of the early endowments.

The book cupboard is a noteable survival: its position suggesting that the cloister was used for reading, at least in the early part of the abbey's life.