The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

Made: 17th July 2008

Coming into force: 1st October 2008

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 15 and 17 of the Limited Liability Partnerships Act 2000 and sections 1210(1)(h) and 1292(2) of the Companies Act 2006 .

In accordance with section 17(4) and (5)(b) of the Limited Liability Partnerships Act 2000 and sections 1290 and 1292(4) of the Companies Act 2006, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

PART 1 — GENERAL INTRODUCTORY PROVISIONS

Citation and commencement

1

These Regulations may be cited as the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 and come into force on 1st October 2008.

Application

2

• (1) Subject to paragraphs (2) to (11), these Regulations apply to accounts for financial years beginning on or after 1st October 2008.

• (2) Any question whether—

• (a) for the purposes of section 382, 383, 384(3) or 467(3) of the Companies Act 2006, as applied to limited liability partnerships by regulations 5 and 26, a limited liability partnership or group qualified as small in a financial year beginning before 1st October 2008, or

• (b) for the purposes of section 465 or 466 of that Act, as applied to limited liability partnerships by regulation 26, a limited liability partnership or group qualified as medium-sized in any such financial year,

is to be determined by reference to the corresponding provisions of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 as applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 .

• (3) Sections 485 to 488 of the Companies Act 2006, as applied to limited liability partnerships by regulation 36, apply in relation to appointments of auditors for financial years beginning on or after 1st October 2008.

• (4) Sections 492, 494 and 499 to 501 of the Companies Act 2006, as applied to limited liability partnerships by regulations 37, 38 and 40, apply to auditors appointed for financial years beginning on or after 1st October 2008.

• (5) Section 502 of the Companies Act 2006, as applied to limited liability partnerships by regulation 40, applies to auditors appointed on or after 1st October 2008.

• (6) Sections 495, 498 and 503 to 509 of the Companies Act 2006, as applied to limited liability partnerships by regulations 39 to 42, apply to auditors' reports on accounts for financial years beginning on or after 1st October 2008.

• (7) Sections 510 to 513 of the Companies Act 2006, as applied to limited liability partnerships by regulations 43 and 44, apply where notice of the proposed removal is given to the auditor on or after 1st October 2008.

• (8) Section 515 of the Companies Act 2006, as applied to limited liability partnerships by regulation 45, applies to appointments of auditors for financial years beginning on or after 1st October 2008.

• (9) Sections 516 to 518 of the Companies Act 2006, as applied to limited liability partnerships by regulation 45, apply to resignations occurring on or after 1st October 2008.

• (10) Sections 519 to 525 of the Companies Act 2006, as applied to limited liability partnerships by regulation 46, apply where the auditor ceases to hold office on or after 1st October 2008.

• (11) Section 526 of the Companies Act 2006, as applied to limited liability partnerships by regulation 46, applies where the vacancy occurs on or after 1st October 2008.

Interpretation

3

• (1) In these Regulations—

• “1985 Act” means the Companies Act 1985,

• “1986 Order” means the Companies (Northern Ireland) Order 1986, and

• “LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000.

• (2) In these Regulations, unless the context otherwise requires—

• (a) any reference to a numbered Part, section or Schedule is to the Part, section or Schedule so numbered in the Companies Act 2006,

• (b) references in provisions applied to LLPs to other provisions of the Companies Act 2006 are to those provisions as applied to LLPs by these Regulations, and

• (c) references in provisions applied to LLPs to provisions of the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 .

Scheme of Part 15 as applied to LLPs

4

Section 380 applies to LLPs, modified so that it reads as follows—

(380) (1) The requirements of this Part as to accounts, auditor’s reports and energy and carbon reports apply in relation to each financial year of an LLP. (2) In certain respects different provisions apply to different kinds of LLP. (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 2 — LLPs QUALIFYING AS SMALL

LLPs subject to the small LLPs regime

5

Sections 381 to 384 apply to LLPs, modified so that they read as follows—

(381) The small LLPs regime applies to an LLP for a financial year in relation to which the LLP— (a) qualifies as small (see sections 382 and 383), and (b) is not excluded from the regime (see section 384). (382) (1) An LLP qualifies as small in relation to its first financial year if the qualifying conditions are met in that year. (1A) Subject to subsection (2), an LLP qualifies as small in relation to a subsequent financial year if the qualifying conditions are met in that year. (2) In relation to a subsequent financial year, where on its balance sheet date an LLP meets or ceases to meet the qualifying conditions, that affects its qualification as a small LLP only if it occurs in two consecutive financial years. (3) The qualifying conditions are met by an LLP in a year in which it satisfies two or more of the following requirements—

(4) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted. (5) The balance sheet total means the aggregate of the amounts shown as assets in the LLP's balance sheet. (6) The number of employees means the average number of persons employed by the LLP in the year, determined as follows— (a) find for each month in the financial year the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not), (b) add together the monthly totals, and (c) divide by the number of months in the financial year. (7) This section is subject to section 383 (LLPs qualifying as small: parent LLPs). (383) (1) A parent LLP qualifies as a small LLP in relation to a financial year only if the group headed by it qualifies as a small group. (2) A group qualifies as small in relation to the parent LLP's first financial year if the qualifying conditions are met in that year. (2A) Subject to subsection (3), a group qualifies as small in relation to a subsequent financial year of the parent LLP if the qualifying conditions are met in that year. (3) In relation to a subsequent financial year of the parent LLP, where on the parent LLP’s balance sheet date the group meets or ceases to meet the qualifying conditions, that affects the group’s qualification as a small group only if it occurs in two consecutive financial years. (4) The qualifying conditions are met by a group in a year in which it satisfies two or more of the following requirements—

(5) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 382 for each member of the group. (6) In relation to the aggregate figures for turnover and balance sheet total— - “net” means after any set-offs and other adjustments made to eliminate group transactions— 1. in the case of non-IAS accounts in accordance with Part 1 of Schedule 4 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912) or Schedule 3 to the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1913), 2. in the case of IAS accounts, in accordance with UK-adopted international accounting standards; and - “gross” means without those set-offs and other adjustments. An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure. (7) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is— (a) if its financial year ends with that of the parent LLP, that financial year, and (b) if not, its financial year ending last before the end of the financial year of the parent LLP. If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken. (384) (1) The small LLPs regime does not apply to an LLP that ... was at any time within the financial year to which the accounts relate— (a) a traded LLP, (b) an LLP that— (i) is an authorised insurance company, a banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company, or (ii) carries on insurance market activity, or (iii) is a scheme funder of a Master Trust scheme within the meanings given by section 39(1) of the Pension Schemes Act 2017 or section 39(1) of the Pension Schemes Act (Northern Ireland) 2021 (interpretation of Part 1), or (c) a member of an ineligible group. (2) A group is ineligible if any of its members is— (a) a traded company, (b) a body corporate (other than a company) whose shares are admitted to trading on a UK regulated market, (c) a person (other than a small company or small LLP) who has permission under Part 4A of the Financial Services and Markets Act 2000 (c.8) to carry on a regulated activity, (ca) an e-money issuer, (d) a small company or small LLP that is an authorised insurance company, a banking company or banking LLP, ... a MiFID investment firm or a UCITS management company, or (e) a person who carries on insurance market activity, or (f) a scheme funder of a Master Trust scheme within the meanings given by section 39(1) of the Pension Schemes Act 2017 or section 39(1) of the Pension Schemes Act (Northern Ireland) 2021 (interpretation of Part 1). (3) A company or LLP is a small company or small LLP for the purposes of subsection (2) if it qualified as small in relation to its last financial year ending on or before the end of the financial year to which the accounts relate.

PART 3 — ACCOUNTING RECORDS

LLP's accounting records

6

Sections 386 to 389 apply to LLPs, modified so that they read as follows—

(386) (1) Every LLP must keep adequate accounting records. (2) Adequate accounting records means records that are sufficient— (a) to show and explain the LLP's transactions, (b) to disclose with reasonable accuracy, at any time, the financial position of the LLP at that time, and (c) to enable the members of the LLP to ensure that any accounts required to be prepared comply with the requirements of this Act. (3) Accounting records must, in particular, contain— (a) entries from day to day of all sums of money received and expended by the LLP and the matters in respect of which the receipt and expenditure takes place, and (b) a record of the assets and liabilities of the LLP. (4) If the LLP's business involves dealing in goods, the accounting records must contain— (a) statements of stock held by the LLP at the end of each financial year of the LLP, (b) all statements of stocktakings from which any statement of stock as is mentioned in paragraph (a) has been or is to be prepared, and (c) except in the case of goods sold by way of ordinary retail trade, statements of all goods sold and purchased, showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified. (5) A parent LLP that has a subsidiary undertaking in relation to which the above requirements do not apply must take reasonable steps to secure that the undertaking keeps such accounting records as to enable the members of the parent LLP to ensure that any accounts required to be prepared under this Part comply with the requirements of this Act. (387) (1) If an LLP fails to comply with any provision of section 386 (duty to keep accounting records), an offence is committed by every member of the LLP who is in default. (2) It is a defence for a person charged with such an offence to show that he acted honestly and that in the circumstances in which the LLP's business was carried on the default was excusable. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). (388) (1) An LLP's accounting records— (a) must be kept at its registered office or such other place as the members think fit, and (b) must at all times be open to inspection by the members of the LLP. (2) If accounting records are kept at a place outside the United Kingdom, accounts and returns with respect to the business dealt with in the accounting records so kept must be sent to, and kept at, a place in the United Kingdom, and must at all times be open to such inspection. (3) The accounts and returns to be sent to the United Kingdom must be such as to— (a) disclose with reasonable accuracy the financial position of the business in question at intervals of not more than six months, and (b) enable the members of the LLP to ensure that the accounts required to be prepared under this Part comply with the requirements of this Act. (4) Accounting records that an LLP is required by section 386 to keep must be preserved by it for three years from the date on which they are made. (5) Subsection (4) is subject to any provision contained in rules made under section 411 of the Insolvency Act 1986 (c.45) (company insolvency rules) or Article 359 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). (389) (1) If an LLP fails to comply with any provision of subsections (1) to (3) of section 388 (requirements as to keeping of accounting records), an offence is committed by every member of the LLP who is in default. (2) It is a defence for a person charged with such an offence to show that he acted honestly and that in the circumstances in which the LLP's business was carried on the default was excusable. (3) A member of an LLP commits an offence if he— (a) fails to take all reasonable steps for securing compliance by the LLP with subsection (4) of that section (period for which records to be preserved), or (b) intentionally causes any default by the LLP under that subsection. (4) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

PART 4 — FINANCIAL YEARS

An LLP's financial year

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• (1) Sections 390 to 392 apply to LLPs, modified so that they read as follows—

(390) (1) An LLP's financial year is determined as follows. (2) Its first financial year— (a) begins with the first day of its first accounting reference period, and (b) ends with the last day of that period or such other date, not more than seven days before or after the end of that period, as the members of the LLP may determine. (3) Subsequent financial years— (a) begin with the day immediately following the end of the LLP's previous financial year, and (b) end with the last day of its next accounting reference period or such other date, not more than seven days before or after the end of that period, as the members of the LLP may determine. (4) In relation to an undertaking that is not an LLP, references in this Act to its financial year are to any period in respect of which a profit and loss account of the undertaking is required to be made up (by its constitution or by the law under which it is established), whether that period is a year or not. (5) The members of a parent LLP must secure that, except where in their opinion there are good reasons against it, the financial year of each of its subsidiary undertakings coincides with the LLP's own financial year. (391) (1) An LLP's accounting reference periods are determined according to its accounting reference date in each calendar year. (2) The accounting reference date of an LLP is the last day of the month in which the anniversary of its incorporation falls. (3) An LLP's first accounting reference period is the period of more than six months, but not more than 18 months, beginning with the date of its incorporation and ending with its accounting reference date. (4) Its subsequent accounting reference periods are successive periods of twelve months beginning immediately after the end of the previous accounting reference period and ending with its accounting reference date. (5) This section has effect subject to the provisions of section 392 (alteration of accounting reference date). (392) (1) An LLP may by notice given to the registrar specify a new accounting reference date having effect in relation to— (a) the LLP's current accounting reference period and subsequent periods, or (b) the LLP's previous accounting reference period and subsequent periods. An LLP's “previous accounting reference period” means the one immediately preceding its current accounting reference period. (2) The notice must state whether the current or previous accounting reference period— (a) is to be shortened, so as to come to an end on the first occasion on which the new accounting reference date falls or fell after the beginning of the period, or (b) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the period. (3) A notice extending an LLP's current or previous accounting reference period is not effective if given less than five years after the end of an earlier accounting reference period of the LLP that was extended under this section. This does not apply— (a) to a notice given by an LLP that is a subsidiary undertaking or parent undertaking of another UK undertaking if the new accounting reference date coincides with that of the other UK undertaking or, where that undertaking is not a company or an LLP, with the last day of its financial year, or (b) where the LLP is in administration under Part 2 of the Insolvency Act 1986 (c.45) or Part 3 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or (c) where the Secretary of State directs that it should not apply, which he may do with respect to a notice that has been given or that may be given. (4) A notice under this section may not be given in respect of a previous accounting reference period if the period for filing the accounts and auditor's report for the financial year determined by reference to that accounting reference period has already expired. (5) An accounting reference period may not be extended so as to exceed 18 months and a notice under this section is ineffective if the current or previous accounting reference period as extended in accordance with the notice would exceed that limit. This does not apply where the LLP is in administration under Part 2 of the Insolvency Act 1986 (c.45) or Part 3 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). (6) In this section “UK undertaking” means an undertaking established under the law of any part of the United Kingdom ...

• (2) Until section 1068(1) comes fully into force, the notice referred to in section 392 (notice of alteration of accounting reference date) as applied to LLPs by paragraph (1) must be given in the form prescribed for the purposes of—

• (a) section 225(1) of the 1985 Act as applied to LLPs by regulation 3 of, and Schedule 1 to, the Limited Liability Partnerships Regulations 2001 , or

• (b) Article 233(1) of the 1986 Order as applied to LLPs by regulation 3 of, and Schedule 1 to, the Limited Liability Partnerships Regulations (Northern Ireland) 2004 .

PART 5 — ANNUAL ACCOUNTS

Annual accounts to give true and fair view

8

Section 393 applies to LLPs, modified so that it reads as follows—

(393) (1) The members of an LLP must not approve accounts for the purposes of this Chapter unless they are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss— (a) in the case of the LLP's individual accounts, of the LLP; (b) in the case of the LLP's group accounts, of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP. (1A) Subsection (1B) applies to the members of an LLP which qualifies as a micro-entity in relation to a financial year (see sections 384A and 384B) in their consideration of whether the non-IAS individual accounts of the LLP for that year give a true and fair view as required by subsection (1)(a). (1B) Where the accounts contain an item of information additional to the micro-entity minimum accounting items, the members must have regard to any provision of an accounting standard which relates to that item. (2) The auditor of an LLP in carrying out his functions under this Act in relation to the LLP's annual accounts must have regard to the members' duty under subsection (1).

Individual accounts

9

Sections 394 to 397 apply to LLPs, modified so that they read as follows—

(394) The members of every LLP must prepare accounts for the LLP for each of its financial years unless the LLP is exempt from that requirement under section 394A. Those accounts are referred to as the LLP's “individual accounts”. (394A) (1) An LLP is exempt from the requirement to prepare individual accounts in a financial year if— (a) it is itself a subsidiary undertaking, (b) it has been dormant throughout the whole of that year, and (c) its parent undertaking is established under the law of any part of the United Kingdom. (2) Exemption is conditional upon compliance with all of the following conditions— (a) all members of the LLP must agree to the exemption in respect of the financial year in question, (b) the parent undertaking must give a guarantee under section 394C in respect of that year, (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with— (i) if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or (ii) UK-adopted international accounting standards, (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirement to prepare individual accounts by virtue of this section, (e) the designated members of the LLP must deliver to the registrar, within the period for filing the LLP’s account and auditor’s report for that year— (i) a written notice of the agreement referred to in subsection (2)(a), (ii) the statement referred to in section 394C(1), (iii) a copy of the consolidated accounts referred to in subsection (2)(c), (iv) a copy of the auditor’s report on those accounts, and (v) a copy of the consolidated annual report drawn up by the parent undertaking. (394B) An LLP is not entitled to the exemption conferred by section 394A (dormant subsidiaries) if it was at any time within the financial year in question— (za) a traded LLP, (a) an LLP that— (i) is an authorised insurance company, a banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company, or (ii) carries on insurance market activity, or (b) an employers’ association as defined in section 122 of the Trade Union and Labour Relations (Consolidation) Act 1992 (c.52) or Article 4 of the Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807) (NI 5). (394C) (1) A guarantee is given by a parent undertaking under this section when the designated members of the subsidiary LLP deliver to the registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section. (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify— (a) the name of the parent undertaking, (b) the registered number of the parent undertaking (if any), (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (d) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given, (e) the date of the statement, and (f) the financial year to which the guarantee relates. (3) A guarantee given under this section has the effect that— (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities. (395) (1) An LLP's individual accounts may be prepared— (a) in accordance with section 396 (“non-IAS individual accounts”), or (b) in accordance with UK-adopted international accounting standards (“IAS individual accounts”). This is subject to the following provisions of this section and to section 407 (consistency of financial reporting within group). (2) After the first financial year in which the members of an LLP prepare IAS individual accounts (“the first IAS year”), all subsequent individual accounts of the LLP must be prepared in accordance with UK-adopted international accounting standards unless there is a relevant change of circumstance. This is subject to subsection (3A). (3) There is a relevant change of circumstance if, at any time during or after the first IAS year— (a) the LLP becomes a subsidiary undertaking of another undertaking that does not prepare IAS individual accounts, (b) the LLP ceases to be a subsidiary undertaking, (c) the LLP ceases to be an LLP with securities admitted to trading on a UK regulated market, or (d) a parent undertaking of the LLP ceases to be an undertaking with securities admitted to trading on a UK regulated market. (3A) After a financial year in which the members of an LLP prepare IAS individual accounts, the members may change to preparing non-IAS individual accounts for a reason other than a relevant change of circumstance provided they have not changed to non-IAS individual accounts in the period of five years preceding the first day of that financial year. (3B) In calculating the five year period for the purpose of subsection (3A), no account should be taken of a change due to a relevant change of circumstance. (4) If, having changed to preparing non-IAS individual accounts... , the members again prepare IAS individual accounts for the LLP, subsections (2) and (3) apply again as if the first financial year for which such accounts are again prepared were the first IAS year. (396) (A1) Non-IAS individual accounts must state— (a) the part of the United Kingdom in which the LLP is registered, (b) the LLP’s registered number, (c) the address of the LLP’s registered office, and (d) where appropriate, the fact that the LLP is being wound up. (1) Non-IAS individual accounts must comprise— (a) a balance sheet as at the last day of the financial year, and (b) a profit and loss account. (2) The accounts must— (a) in the case of the balance sheet, give a true and fair view of the state of affairs of the LLP as at the end of the financial year, and (b) in the case of the profit and loss account, give a true and fair view of the profit or loss of the LLP for the financial year. (2A) In the case of the individual accounts of an LLP which qualifies as a micro-entity in relation to the financial year (see sections 384A and 384B), the micro-entity minimum accounting items included in the LLP’s accounts for the year are presumed to give the true and fair view required by subsection (2). (3) The accounts must comply with the provisions of— (a) regulation 3 of the Small Limited Liability Partnerships (Accounts) Regulations 2008 (non-IAS individual accounts of LLP subject to the small LLPs regime) (S.I. 2008/1912), or (b) regulations 3 and 4 of the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (non-IAS individual accounts of large and medium-sized LLPs) (S.I. 2008/1913), as to the form and content of the balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts.. (4) If compliance with the regulations specified in subsection (3), and any other provision made by or under this Act as to the matters to be included in an LLP's individual accounts or in notes to those accounts, would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them. (5) If in special circumstances compliance with any of those provisions is inconsistent with the requirement to give a true and fair view, the members must depart from that provision to the extent necessary to give a true and fair view. Particulars of any such departure, the reasons for it and its effect must be given in a note to the accounts. (6) Subsections (4) and (5) do not apply in relation to the micro-entity minimum accounting items included in the individual accounts of an LLP for a financial year in relation to which the LLP qualifies as a micro-entity. (397) (1) IAS individual accounts must state— (a) the part of the United Kingdom in which the LLP is registered, (b) the LLP’s registered number, (c) the address of the LLP’s registered office, and (d) where appropriate, the fact that the LLP is being wound up. (2) The notes to the accounts must state that the accounts have been prepared in accordance with UK-adopted international accounting standards.

Group accounts

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Sections 398 to 408 apply to LLPs, modified so that they read as follows—

(398) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (399) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) If at the end of a financial year an LLP is a parent LLP the members, as well as preparing individual accounts for the year, must prepare group accounts for the year unless the LLP is exempt from that requirement. (2A) An LLP is exempt from the requirement to prepare group accounts if— (a) at the end of the financial year, the LLP is subject to the small LLPs regime, and (b) is not a member of a group which, at any time during the financial year, has an undertaking falling within subsection (2B) as a member. (2B) An undertaking falls within this subsection if— (a) it is established under the law of any part of the United Kingdom, (b) it has to prepare accounts in accordance with the requirements of this Part of this Act, and (c) it— (i) is an undertaking whose transferable securities are admitted to trading on a UK regulated market, (ii) is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, or (iii) would be an insurance undertaking within the meaning given by Article 2(1) of Council Directive 91/674/EEC of the European Parliament and of the Council on the annual accounts of insurance undertakings were the United Kingdom a member State. (3) There are exemptions under— (a) section 400 (LLP included in UK accounts of larger group), (b) section 401 (LLP included in non-UK accounts of larger group), and (c) section 402 (LLP none of whose subsidiary undertakings need be included in the consolidation). (4) An LLP ... which is exempt from the requirement to prepare group accounts, may do so. (400) (1) An LLP is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking and its immediate parent undertaking is established under the law of any part of the United Kingdom, in the following cases— (a) where the LLP is a wholly-owned subsidiary of that parent undertaking; (b) where that parent undertaking holds 90% or more of the shares in the LLP and the remaining members have approved the exemption; (c) where that parent undertaking holds more than 50% (but less than 90%) of the shares in the LLP and notice requesting the preparation of group accounts has not been served on the LLP by the members holding in aggregate at least 5% of the shares in the LLP. Such notice must be served at least six months before the end of the financial year to which it relates. Such notice must be served not later than six months after the end of the financial year before that to which it relates. (2) Exemption is conditional upon compliance with all of the following conditions— (a) the LLP must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking established under the law of any part of the United Kingdom; (b) those accounts must be drawn up and audited, and that parent undertaking's annual report must be drawn up ... — (i) if the undertaking is a company, in accordance with the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or (ii) in accordance with UK-adopted international accounting standards ; (c) the LLP must disclose in the notes to its individual accounts that it is exempt from the obligation to prepare and deliver group accounts; (d) the LLP must state in its individual accounts the name of the parent undertaking that draws up the group accounts referred to above and— (i) the address of the undertaking’s registered office ... , or (ii) if it is unincorporated, the address of its principal place of business; (e) the LLP must deliver to the registrar, within the period for filing its accounts and auditor's report for the financial year in question, copies of those group accounts, together with the auditor's report on them; (f) any requirement of Part 35 of this Act as to the delivery to the registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with paragraph (e). (3) For the purposes of subsection (1)(b) and (c) shares held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, shall be attributed to the parent undertaking. (4) The exemption does not apply to an LLP which is a traded LLP. (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (401) (1) An LLP is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking and its parent undertaking is not established under the law of any part of the United Kingdom, in the following cases— (a) where the LLP is a wholly-owned subsidiary of that parent undertaking; (b) where that parent undertaking holds 90% or more of the shares in the LLP and the remaining members have approved the exemption; (c) where that parent undertaking holds more than 50% (but less than 90%) of the shares in the LLP and notice requesting the preparation of group accounts has not been served on the LLP by the members holding in aggregate at least 5% of the shares in the LLP. Such notice must be served not later than six months after the end of the financial year before that to which it relates. (2) Exemption is conditional upon compliance with all of the following conditions— (a) the LLP and all of its subsidiary undertakings must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking; (b) those accounts must be drawn up— (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (ii) in a manner equivalent to consolidated accounts drawn up in accordance with the requirements of this Part of this Act, (iii) in accordance with UK-adopted international accounting standards, or (iv) in accordance with accounting standards which are equivalent to such international accounting standards, as determined pursuant to Commission Regulation (EC) No. 1569/2007 of 21 December 2007 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council; (c) the group accounts must be audited by one or more persons authorised to audit accounts under the law under which the parent undertaking which draws them up is established; (d) the LLP must disclose in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts; (e) the LLP must state in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and— (i) the address of the undertaking’s registered office (whether in or outside the United Kingdom), or (ii) if it is unincorporated, the address of its principal place of business; (f) the LLP must deliver to the registrar, within the period for filing its accounts and auditor's report for the financial year in question, copies of the group accounts, together with the auditor's report on them; (g) any requirement of Part 35 of this Act as to the delivery to the registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with paragraph (f). (3) For the purposes of subsection (1)(b) and (c) shares held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, shall be attributed to the parent undertaking. (4) The exemption does not apply to an LLP which is a traded LLP. (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (402) A parent LLP is exempt from the requirement to prepare group accounts if under section 405 all of its subsidiary undertakings could be excluded from consolidation in non-IAS group accounts. (403) (1) The group accounts of a parent LLP may be prepared— (a) in accordance with section 404 (“ non-IAS group accounts”), or (b) in accordance with UK-adopted international accounting standards (“IAS group accounts”). This is subject to the following provisions of this section. (2) After the first financial year in which the members of a parent LLP prepare IAS group accounts (“the first IAS year”), all subsequent group accounts of the LLP must be prepared in accordance with UK-adopted international accounting standards unless there is a relevant change of circumstance. This is subject to subsection (3A). (3) There is a relevant change of circumstance if, at any time during or after the first IAS year— (a) the LLP becomes a subsidiary undertaking of another undertaking that does not prepare IAS group accounts, (b) the LLP ceases to be an LLP with securities admitted to trading on a UK regulated market, or (c) a parent undertaking of the LLP ceases to be an undertaking with securities admitted to trading on a UK regulated market. (3A) After a financial year in which the members of a parent LLP prepare IAS group accounts, the members may change to preparing non-IAS group accounts for a reason other than a relevant change of circumstance provided they have not changed to non-IAS group accounts in the period of five years preceding the first day of that financial year. (3B) In calculating the five year period for the purpose of subsection (3A), no account should be taken of a change due to a relevant change of circumstance. (4) If, having changed to preparing non-IAS group accounts ... , the members again prepare IAS group accounts for the LLP, subsections (2) and (3) apply again as if the first financial year for which such accounts are again prepared were the first IAS year. (404) (A1) Non-IAS group accounts must state, in respect of the parent LLP— (a) the part of the United Kingdom in which the LLP is registered, (b) the LLP’s registered number, (c) the address of the LLP’s registered office, and (d) where appropriate, the fact that the LLP is being wound up. (1) Non-IAS group accounts must comprise— (a) a consolidated balance sheet dealing with the state of affairs of the parent LLP and its subsidiary undertakings, and (b) a consolidated profit and loss account dealing with the profit or loss of the parent LLP and its subsidiary undertakings. (2) The accounts must give a true and fair view of the state of affairs as at the end of the financial year, and the profit or loss for the financial year, of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP. (3) The accounts must comply with the provisions of— (a) regulation 6 of the Small Limited Liability Partnerships (Accounts) Regulations 2008 (non-IAS group accounts of small parent LLP opting to prepare group accounts) (S.I. 2008/1912), or (b) regulation 6 of the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (non-IAS group accounts of large and medium-sized parent LLPs) (S.I. 2008/1913), as to the form and content of the consolidated balance sheet and consolidated profit and loss account, and additional information to be provided by way of notes to the accounts.. (4) If compliance with the regulations specified in subsection (3), and any other provision made by or under this Act as to the matters to be included in an LLP's group accounts or in notes to those accounts, would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them. (5) If in special circumstances compliance with any of those provisions is inconsistent with the requirement to give a true and fair view, the members must depart from that provision to the extent necessary to give a true and fair view. Particulars of any such departure, the reasons for it and its effect must be given in a note to the accounts. (405) (1) Where a parent LLP prepares non-IAS group accounts, all the subsidiary undertakings of the LLP must be included in the consolidation, subject to the following exceptions. (2) A subsidiary undertaking may be excluded from consolidation if its inclusion is not material for the purpose of giving a true and fair view (but two or more undertakings may be excluded only if they are not material taken together). (3) A subsidiary undertaking may be excluded from consolidation where— (a) severe long-term restrictions substantially hinder the exercise of the rights of the parent LLP over the assets or management of that undertaking, or (b) extremely rare circumstances mean that the information necessary for the preparation of group accounts cannot be obtained without disproportionate expense or undue delay, or (c) the interest of the parent LLP is held exclusively with a view to subsequent resale. (4) The reference in subsection (3)(a) to the rights of the parent LLP and the reference in subsection (3)(c) to the interest of the parent LLP are, respectively, to rights and interests held by or attributed to the LLP for the purposes of the definition of “parent undertaking” (see section 1162) in the absence of which it would not be the parent LLP. (406) (1) IAS group accounts must state— (a) the part of the United Kingdom in which the LLP is registered, (b) the LLP’s registered number, (c) the address of the LLP’s registered office, and (d) where appropriate, the fact that the LLP is being wound up. (2) The notes to the accounts must state that the accounts have been prepared in accordance with UK-adopted international accounting standards. (407) (1) The members of a parent LLP must secure that the individual accounts of— (a) the parent LLP, and (b) each of its subsidiary undertakings, are all prepared using the same financial reporting framework, except to the extent that in their opinion there are good reasons for not doing so. (2) Subsection (1) does not apply if the members do not prepare group accounts for the parent LLP. (3) Subsection (1) only applies to accounts of subsidiary undertakings that are required to be prepared under this Part. (4) Subsection (1)(a) does not apply where the members of a parent LLP prepare IAS group accounts and IAS individual accounts. (408) (1) This section applies where— (a) an LLP prepares group accounts in accordance with this Act, and (b) the LLP’s individual balance sheet shows the LLP’s profit and loss for the financial year determined in accordance with this Act. (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) The LLP's individual profit and loss account must be approved in accordance with section 414(1) (approval by members) but may be omitted from the LLP's annual accounts for the purposes of the other provisions of this Act. (4) The exemption conferred by this section is conditional upon its being disclosed in the LLP's annual accounts that the exemption applies.

Information to be given in notes to accounts

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Sections 409, 410A and 411 apply to LLPs, modified so that they read as follows—

(409) (1) The notes to the LLP's annual accounts must contain the information about related undertakings required by— (a) regulations 4 and 7 of the Small Limited Liability Partnerships (Accounts) Regulations 2008 (information about related undertakings: non-IAS or IAS individual or group accounts) (S.I. 2008/1912), or (b) regulation 5 of the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (information about related undertakings: non-IAS or IAS individual or group accounts) (S.I. 2008/1913). (2) That information need not be disclosed with respect to an undertaking that— (a) is established under the law of a country outside the United Kingdom, or (b) carries on business outside the United Kingdom, if the following conditions are met. (4) The conditions are— (a) that in the opinion of the members of the LLP the disclosure would be seriously prejudicial to the business of— (i) that undertaking, (ii) the LLP, (iii) any of the LLP's subsidiary undertakings, or (iv) any other undertaking which is included in the consolidation; (b) that the Secretary of State agrees that the information need not be disclosed. (5) Where advantage is taken of any such exemption, that fact must be stated in a note to the LLP's annual accounts. (410) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (410A) (1) If in any financial year— (a) an LLP is or has been party to arrangements that are not reflected in its balance sheet, and (b) at the balance sheet date the risks or benefits arising from those arrangements are material, the information required by this section must be given in the notes to the LLP’s annual accounts. (2) The information required is— (a) the nature and business purpose of the arrangements, and (b) the financial impact of the arrangements on the LLP. (3) The information need only be given to the extent necessary for enabling the financial position of the LLP to be assessed. (4) If the LLP is subject to the small LLPs regime in relation to the financial year (see section 381), it need not comply with subsection (2)(b). (5) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP. (411) (1) The notes to an LLP’s annual accounts must disclose the average number of persons employed by the LLP in the financial year. (1A) In the case of an LLP not subject to the small LLPs regime, the notes to the LLP’s accounts must also disclose the average number of persons within each category of persons so employed. (2) The categories by reference to which the number required to be disclosed by subsection (1A) is to be determined must be such as the members may select having regard to the manner in which the LLP's activities are organised. (3) The average number required by subsection (1) or (1A) is determined by dividing the relevant annual number by the number of months in the financial year. (4) The relevant annual number is determined by ascertaining for each month in the financial year— (a) for the purposes of subsection (1), the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not); (b) for the purposes of subsection (1A), the number of persons in the category in question of persons so employed; and adding together all the monthly numbers. (5) Except in the case of an LLP subject to the small LLPs regime, the notes to the LLP’s annual accounts or the profit and loss account must disclose, with reference to all persons employed by the LLP during the financial year, the total staff costs of the LLP relating to the financial year broken down between— (a) wages and salaries paid or payable in respect of that year to those persons, (b) social security costs incurred by the LLP on their behalf, and (c) other pension costs so incurred. (6) In subsection (5)— - “pension costs” includes any costs incurred by the LLP in respect of— 1. any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the LLP, 2. any sums set aside for the future payment of pensions directly by the LLP to current or former employees, and 3. any pensions paid directly to such persons without having first been set aside; - “social security costs” means any contributions by the LLP to any state social security or pension scheme, fund or arrangement. (7) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP.

Approval and signing of accounts

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Section 414 applies to LLPs, modified so that it reads as follows—

(414) (1) An LLP's annual accounts must be approved by the members, and signed on behalf of all the members by a designated member. (2) The signature must be on the LLP's balance sheet. (3) If the accounts are prepared in accordance with the small LLPs regime, the balance sheet must contain, in a prominent position above the signature— (a) in the case of individual accounts prepared in accordance with the micro-entity provisions, a statement to that effect, (b) in the case of accounts not prepared as mentioned in paragraph (a), a statement to the effect that the accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime. (4) If annual accounts are approved that do not comply with the requirements of this Act, every member of the LLP who— (a) knew that they did not comply, or was reckless as to whether they complied, and (b) failed to take reasonable steps to secure compliance with those requirements or, as the case may be, to prevent the accounts from being approved, commits an offence. (5) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.

PART 6 — PUBLICATION OF ACCOUNTS AND REPORTS

Publication of accounts and auditor's report

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Section 423 applies to LLPs, modified so that it reads as follows—

(423) (1) Every LLP must send a copy of its annual accounts and reports for each financial year to— (a) every member of the LLP, and (b) every holder of the LLP's debentures, not later than the end of the period for filing accounts , the strategic report (if any) , the auditor’s report on them and the energy and carbon report, or, if earlier, the date on which it actually delivers its accounts , the strategic report (if any) and the auditor's report on those accounts and that strategic report and the energy and carbon report (if any) to the registrar. (2) Copies need not be sent to a person for whom the LLP does not have a current address. (3) An LLP has a “current address” for a person if— (a) an address has been notified to the LLP by the person as one at which documents may be sent to him, and (b) the LLP has no reason to believe that documents sent to him at that address will not reach him. (4) Where copies are sent out over a period of days, references in this Act to the day on which copies are sent out shall be read as references to the last day of that period.

Default in sending out copies of accounts and reports

14

Section 425 applies to LLPs, modified so that it reads as follows—

(425) (1) If default is made in complying with section 423, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (2) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum.

Right of member or debenture holder to copies of accounts and reports

15

Section 431 applies to LLPs, modified so that it reads as follows—

(431) (1) A member of, or holder of debentures of, an LLP is entitled to be provided, on demand and without charge, with a copy of— (a) the LLP's last annual accounts, ... (aa) the last strategic report (if any), (b) the auditor's report on those accounts (including the statement (where applicable) on that strategic report) , and (c) the last energy and carbon report (if any). (2) The entitlement under this section is to a single copy of those documents, but that is in addition to any copy to which a person may be entitled under section 423. (3) If a demand made under this section is not complied with within seven days of receipt by the LLP, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Requirements in connection with publication of accounts and reports

16

Sections 433 to 436 apply to LLPs, modified so that they read as follows—

(433) (1) Every copy of the LLP's balance sheet , strategic report and energy and carbon report that is published by or on behalf of the LLP must state the name of the person who signed it on behalf of the members of the LLP. (2) If a copy is published without the required statement of the signatory's name, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (434) (1) If an LLP publishes any of its statutory accounts, they must be accompanied by the auditor's report on those accounts (unless the LLP is exempt from audit and the members have taken advantage of that exemption). (2) An LLP that prepares statutory group accounts for a financial year must not publish its statutory individual accounts for that year without also publishing with them its statutory group accounts. (3) An LLP's “statutory accounts” are its accounts for a financial year as required to be delivered to the registrar under section 441. (4) If an LLP contravenes any provision of this section, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (435) (1) If an LLP publishes non-statutory accounts, it must publish with them a statement indicating— (a) that they are not the LLP's statutory accounts, (b) whether statutory accounts dealing with any financial year with which the non-statutory accounts purport to deal have been delivered to the registrar, and (c) whether an auditor's report has been made on the LLP's statutory accounts for any such financial year, and if so whether the report— (i) was qualified or unqualified, or included a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, or (ii) contained a statement under section 498(2) (accounting records or returns inadequate or accounts not agreeing with records and returns), or section 498(3) (failure to obtain necessary information and explanations). (2) The LLP must not publish with non-statutory accounts the auditor's report on the LLP's statutory accounts. (3) References in this section to the publication by an LLP of “non-statutory accounts” are to the publication of— (a) any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year of the LLP, or (b) an account in any form purporting to be a balance sheet or profit and loss account for a group headed by the LLP relating to, or purporting to deal with, a financial year of the LLP, otherwise than as part of the LLP's statutory accounts. (4) In subsection (3)(b) “a group headed by the LLP” means a group consisting of the LLP and any other undertaking (regardless of whether it is a subsidiary undertaking of the LLP) other than a parent undertaking of the LLP. (5) If an LLP contravenes any provision of this section, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (436) (1) This section has effect for the purposes of— - section 433 (name of signatory to be stated in published copies of accounts and reports ), - section 434 (requirements in connection with publication of statutory accounts), and - section 435 (requirements in connection with publication of non-statutory accounts). (2) For the purposes of those sections an LLP is regarded as publishing a document if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.

PART 7 — FILING OF ACCOUNTS AND REPORTS

Duty to file accounts and reports

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• (1) Sections 441 to 444 apply to LLPs, modified so that they read as follow—

(441) (1) The designated members of an LLP must deliver to the registrar for each financial year the accounts, auditor’s report, strategic report and energy and carbon report required by— - section 444 (filing obligations of LLPs subject to small LLPs regime), - section 445 (filing obligations of medium-sized LLPs), or - section 446 (filing obligations of large LLPs). (2) This is subject to section 448A (dormant subsidiary LLPs exempt from obligation to file accounts). (442) (1) This section specifies the period allowed for the designated members of an LLP to comply with their obligation under section 441 to deliver accounts, the auditor’s report , strategic report and the energy and carbon report for a financial year to the registrar. This is referred to in this Act as the “period for filing” those accounts and those reports. (2) The period is nine months after the end of the relevant accounting reference period. This is subject to the following provisions of this section. (3) If the relevant accounting reference period is the LLP's first and is a period of more than twelve months, the period is— (a) nine months from the first anniversary of the incorporation of the LLP, or (b) three months after the end of the accounting reference period, whichever last expires. (4) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the LLP under section 392 (alteration of accounting reference date), the period is— (a) that applicable in accordance with the above provisions, or (b) three months from the date of the notice under that section, whichever last expires. (5) Subject to subsection (5A), if for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an LLP extend that period by such further period as may be specified in the notice. (5A) Any such extension must not have the effect of extending the period for filing to more than twelve months after the end of the relevant accounting reference period. (6) In this section “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined. (443) (1) This section applies for the purposes of calculating the period for filing an LLP's accounts, auditor’s report , strategic report and energy and carbon report which is expressed as a specified number of months from a specified date or after the end of a specified previous period. (2) Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period. (3) If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date). (4) If— (a) the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and (b) the appropriate month is February, the period ends with the last day of February. (5) “The appropriate month” means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls. (444) (1) The designated members of an LLP subject to the small LLPs regime— (a) must deliver to the registrar for each financial year a copy of the balance sheet drawn up as at the last day of that year, and (b) may also deliver to the registrar a copy of the LLP's profit and loss account for that year. (2) Where the designated members deliver to the registrar a copy of the LLP’s profit and loss account under subsection (1)(b), the designated members must also deliver to the registrar a copy of the auditor's report on the accounts that they deliver. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption. (2A) Where the balance sheet or profit and loss account is abridged pursuant to paragraph 1A of Schedule 1 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912), the designated members must also deliver to the registrar a statement by the LLP that all the members of the LLP have consented to the abridgement. (3) The copies of accounts and auditors' reports delivered to the registrar must be copies of the LLP's annual accounts and auditor's report.... (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) Where the designated members of an LLP subject to the small LLPs regime ... do not deliver to the registrar a copy of the LLP's profit and loss account, the copy of the balance sheet delivered to the registrar must contain in a prominent position a statement that the LLP's annual accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime. (5A) Subject to subsection (5C), where the designated members of an LLP subject to the small LLPs regime do not deliver to the registrar a copy of the LLP’s profit and loss account— (a) the copy of the balance sheet delivered to the registrar must disclose that fact, and (b) unless the LLP is exempt from audit and the members have taken advantage of that exemption, the notes to the balance sheet delivered must satisfy the requirements in subsection (5B). (5B) Those requirements are that the notes to the balance sheet must— (a) state whether the auditor’s report was qualified or unqualified, (b) where that report was qualified, disclose the basis of the qualification (reproducing any statement under section 498(2)(a) or (b) or (3), if applicable), (c) where that report was unqualified, include a reference to any matters to which the auditor drew attention by way of emphasis, and (d) state— (i) the name of the auditor and (where the auditor is a firm) the name of the person who signed the auditor’s report as senior statutory auditor, or (ii) if the conditions in section 506 (circumstances in which names may be omitted) are met, that a determination has been made and notified to the Secretary of State in accordance with that section. (5C) Subsection (5A) does not apply in relation to an LLP if— (a) the LLP qualifies as a micro-entity (see sections 384A and 384B) in relation to a financial year, and (b) the LLP’s accounts are prepared for that year in accordance with any of the micro-entity provisions. (6) The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the members. (7) The copy of the auditor's report delivered to the registrar under this section must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or (b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section. (8) If more than one person is appointed as auditor, the references in subsections (5B)(d)(i) and (7)(a) to the name of the auditor are to be read as references to the names of all the auditors.

• (2) Until section 1068 comes fully into force, for subsections (6) and (7) of section 444 as applied to LLPs by paragraph (1) substitute—

(6) The copy of the balance sheet delivered to the registrar under this section must— (a) state the name of the person who signed it on behalf of the members under section 414, and (b) be signed on behalf of the members by a designated member. (7) The copy of the auditor's report delivered to the registrar under this section must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and (b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf, or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.

Filing obligations of medium-sized LLPs

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• (1) Section 445 applies to LLPs, modified so that it reads as follows—

(445) (1) The designated members of an LLP that qualifies as a medium-sized LLP in relation to a financial year (see sections 465 to 467) must deliver a copy of the LLP's annual accounts to the registrar. (2) They must also deliver to the registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption. (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the members. (6) The copy of the auditor's report delivered to the registrar under this section must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or (b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section. (6A) If more than one person is appointed as auditor, the reference in subsection (6)(a) to the name of the auditor is to be read as a reference to the names of all the auditors. (7) This section does not apply to LLPs within section 444 (filing obligations of LLPs subject to the small LLPs regime).

• (2) Until section 1068 comes fully into force, for subsections (5) and (6) of section 445 as applied to LLPs by paragraph (1) substitute—

(5) The copy of the balance sheet delivered to the registrar under this section must— (a) state the name of the person who signed it on behalf of the members under section 414, and (b) be signed on behalf of the members by a designated member. (6) The copy of the auditor's report delivered to the registrar under this section must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and (b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf, or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.

Filing obligations of large LLPs

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• (1) Section 446 applies to LLPs, modified so as to read as follows—

(446) (1) The designated members of an LLP that does not qualify as small or medium-sized must deliver to the registrar for each financial year of the LLP a copy of the LLP's annual accounts. (2) The designated members must also deliver to the registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption. (2A) The designated members must also deliver to the registrar a copy of the energy and carbon report for each financial year of the LLP, unless the members of the LLP are, by virtue of sections 415(4) or 415A, not under a duty to prepare an energy and carbon report. (2B) The designated members must also deliver to the registrar a copy of the strategic report for each financial year of the LLP if the members of the LLP are under a duty to prepare a strategic report by virtue of section 414A. (3) The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the members. (4) The copy of the auditor's report delivered to the registrar under this section must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or (b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section. (4A) If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors. (5) This section does not apply to LLPs within— (a) section 444 (filing obligations of LLPs subject to the small LLPs regime), or (b) section 445 (filing obligations of medium-sized LLPs).

• (2) Until section 1068 comes fully into force, for subsections (3) and (4) of section 446 as applied to LLPs by paragraph (1) substitute—

(3) The copy of the balance sheet delivered to the registrar under this section must— (a) state the name of the person who signed it on behalf of the members under section 414, and (b) be signed on behalf of the members by a designated member. (4) The copy of the auditor's report delivered to the registrar under this section must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and (b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf, or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.

Requirements where abbreviated accounts delivered

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Approval and signing of abbreviated accounts

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Failure to file accounts and auditor's report

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• (1) Sections 451 to 453 apply to LLPs, modified so that they read as follow—

(451) (1) If the requirements of section 441 (duty to file accounts and reports with the registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, every person who immediately before the end of that period was a designated member of the LLP commits an offence. (2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that those requirements would be complied with before the end of that period. (3) It is not a defence to prove that the documents in question were not in fact prepared as required by this Part. (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (452) (1) If— (a) the requirements of section 441 (duty to file accounts and reports with the registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, and (b) the designated members of the LLP fail to make good the default within 14 days after the service of a notice on them requiring compliance, the court may, on the application of any member or creditor of the LLP or of the registrar, make an order directing the designated members (or any of them) to make good the default within such time as may be specified in the order. (2) The court's order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the members. (453) (1) Where the requirements of section 441 are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, the LLP is liable to a civil penalty. This is in addition to any liability of the designated members under section 451. (2) Regulations 1(3) and 4(2) and (3) of the Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 (S.I. 2008/497) apply to LLPs with the following modifications— (a) references to a company or private company include references to an LLP; (b) references to 6th April 2008 are to be read as references to 1st October 2008; and (c) the second column of the table in regulation 4(2) (penalties for public companies) is omitted. (3) The penalty may be recovered by the registrar and is to be paid into the Consolidated Fund. (4) It is not a defence in proceedings under this section to prove that the documents in question were not in fact prepared as required by this Part.

• (2) At the end of regulation 6(3) of the Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 insert “, but paragraph (1) does not apply to accounts or reports for financial years beginning on or after 1st October 2008.”

PART 8 — REVISION OF DEFECTIVE ACCOUNTS AND REPORTS

Revision of defective accounts

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Sections 454 to 456 apply to LLPs, modified so that they read as follows—

(454) (1) If it appears to the members of an LLP that the LLP’s annual accounts , the LLP’s strategic report or the LLP’s energy and carbon report did not comply with the requirements of this Act, they may prepare revised accounts , a revised strategic report or a revised energy and carbon report. (2) Where copies of the previous accounts , strategic report or energy and carbon report have been sent out to members or delivered to the registrar, the revisions must be confined to— (a) the correction of those respects in which the previous accounts , strategic report or energy and carbon report did not comply with the requirements of this Act, and (b) the making of any necessary consequential alterations. (3) The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373) apply for the purposes of this section with the following modifications— (a) references to a company include references to an LLP; ... (b) references to a director or to an officer of a company include references to a member of an LLP; (c) references to a directors’ report include references to an energy and carbon report; (d) references to a revised directors’ report include references to revised energy and carbon report except for the purposes of regulation 7; (e) references to the date on which the original directors’ report was approved by the board of directors include references to the date on which the original energy and carbon report was approved by the members of an LLP; (f) references to the date on which a revised directors’ report is approved by the board of directors include references to the date on which a revised energy and carbon report is approved by the members of an LLP; and (g) the reference in regulation 5 to section 419(3) and (4) includes a reference to section 419(2) and (3) as applied and modified by regulation 12B. (455) (1) This section applies where copies of an LLP's annual accounts , strategic report or energy and carbon report have been delivered to the registrar, and it appears to the Secretary of State that there is, or may be, a question whether the accounts or report comply with the requirements of this Act. (2) The Secretary of State may give notice to the members of the LLP indicating the respects in which it appears that such a question arises or may arise. (3) The notice must specify a period of not less than one month for the members to give an explanation of the accounts , strategic report or energy and carbon report or prepare revised accounts , a revised strategic report or a revised energy and carbon report. (4) If at the end of the specified period, or such longer period as the Secretary of State may allow, it appears to the Secretary of State that the members have not— (a) given a satisfactory explanation of the accounts or reports , or (b) revised the accounts or reports so as to comply with the requirements of this Act, the Secretary of State may apply to the court. (5) The provisions of this section apply equally to revised annual accounts , revised strategic reports and revised energy and carbon reports, in which case they have effect as if the references to revised accounts or reports were references to further revised accounts or reports. (456) (1) An application may be made to the court— (a) by the Secretary of State, after having complied with section 455, or (b) by the Financial Reporting Council Limited, for a declaration (in Scotland, a declarator) that the annual accounts of an LLP do not comply, a strategic report does not comply , or an energy and carbon report does not comply, with the requirements of this Act and for an order requiring the members of the LLP to prepare revised accounts or a revised report. (2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the registrar for registration. (3) If the court orders the preparation of revised accounts, it may give directions as to— (a) the auditing of the accounts, ... (aa) the revision of any strategic report or energy and carbon report, and (b) the taking of steps by the members to bring the making of the order to the notice of persons likely to rely on the previous accounts, and such other matters as the court thinks fit. (3A) If the court orders the preparation of a revised strategic report or revised energy and carbon report, it may give directions as to— (a) the taking of steps by the members to bring the making of the order to the notice of persons likely to rely on the previous report, and (b) such other matters as the court thinks fit. (4) If the court finds that the accounts or report did not comply with the requirements of this Act it may order that all or part of— (a) the costs (in Scotland, expenses) of and incidental to the application, and (b) any reasonable expenses incurred by the LLP in connection with or in consequence of the preparation of revised accounts or a revised report, are to be borne by such of the members as were party to the approval of the defective accounts or report. For this purpose every member of the LLP at the time of the approval of the accounts or report shall be taken to have been a party to the approval unless he shows that he took all reasonable steps to prevent that approval. (5) Where the court makes an order under subsection (4) it shall have regard to whether the members party to the approval of the defective accounts or report knew or ought to have known that the accounts or report did not comply with the requirements of this Act, and it may exclude one or more members from the order or order the payment of different amounts by different members. (6) On the conclusion of proceedings on an application under this section, the applicant must send to the registrar for registration a copy of the court order or, as the case may be, give notice to the registrar that the application has failed or been withdrawn. (7) The provisions of this section apply equally to revised annual accounts , revised strategic reports and revised energy and carbon reports, in which case they have effect as if the references to revised accounts or reports were references to further revised accounts or reports.

Disclosure of information

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Sections 458 to 461 apply to LLPs, modified so that they read as follows—