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

[^key-e1c5aa05603a7fe0ea70edb7ccea6818]: Words in reg. 11 substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 10(5)(a)

[^key-e1c809495ea8904b2ce082a5499913c3]: Words in reg. 23 heading inserted (with effect for financial years beginning on or after 6.4.2021) by The European Grouping of Territorial Cooperation and Limited Liability Partnerships etc. (Revocations and Amendments) (EU Exit) Regulations 2021 (S.I. 2021/153), regs. 1, 15(2)

[^key-e1ea9973d6028afa902c99e9b871fd10]: Words in reg. 5A substituted (6.2.2019) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), reg. 1(2)(a), Sch. 1 para. 3

[^key-e24d339fe791e2e05a969463c4966e40]: Words in reg. 11 substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 10(5)(b)

[^key-e27b851797fedc1d2ec301b90dea669e]: Words in reg. 9 substituted (31.12.2020 with effect in relation to accounts for financial years beginning on or after IP completion day) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 58(3)(c) (with reg. 1(3)-(8), Sch. 1 para. 65); 2020 c. 1, Sch. 5 para. 1(1)

[^key-e2caa67802f310c2bacbb144dc29dc68]: Words in reg. 10 substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 9(3)(e)

[^key-e2fec54612e3c5c169932e3b3d93ef72]: Words in reg. 10 substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 9(3)(b)

[^key-e3193920b9aa4847e661f152b8b42caf]: Words in reg. 5 substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 5(3)(b)

[^key-e35eee18cfbd0d437290747495adbef2]: Words in reg. 10 substituted (31.12.2020 with effect in relation to accounts for financial years beginning on or after IP completion day) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 58(4)(c) (with reg. 1(3)-(8), Sch. 1 para. 65); 2020 c. 1, Sch. 5 para. 1(1)

[^key-e3a05ab626e2c5696a1e03ece05411c9]: Words in reg. 45 substituted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 18(d)(iii) (with reg. 2(6)(7))

[^key-e47d76e47ab1e1eb1ed6786ea76937e7]: Words in reg. 14 heading substituted (with effect for financial years beginning on or after 6.4.2021) by The European Grouping of Territorial Cooperation and Limited Liability Partnerships etc. (Revocations and Amendments) (EU Exit) Regulations 2021 (S.I. 2021/153), regs. 1, 7(2)

[^key-e4c90c33a5faf6275448a3a67b390d75]: Words in reg. 38A inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 51(a)(ii) (as amended by S.I. 2020/523, regs. 1(2), 15(a)(i)); 2020 c. 1, Sch. 5 para. 1(1)

[^key-e51684f7e8a1a65a680a7f48e3ecef9d]: Words in reg. 9 omitted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by virtue of The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 15(b)(ii) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-e534b28e6e2d0975c74bf72a04032840]: Words in reg. 26 inserted (E.W.S.) (1.10.2018) by The Occupational Pension Schemes (Master Trusts) Regulations2018 (S.I. 2018/1030), regs. 1(2), 31(3)(a)(ii)

[^key-e579d0d3d4c32757085c82042db07720]: Words in reg. 26 substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 17(4)(a)

[^key-e71f0fd9015320eb0fb2983d9a2d0429]: Words in reg. 23 inserted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 21(5)(f)(i)

[^key-e72fc83635d5ad02ad8ed3fb323c587e]: Words in reg. 34A inserted (E.W.S.) (1.10.2018) by The Occupational Pension Schemes (Master Trusts) Regulations2018 (S.I. 2018/1030), regs. 1(2), 31(5)(b)

[^key-e86a222de263237b3e45734609a57b35]: Words in reg. 10 omitted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by virtue of The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 16(c)(iii)(aa) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-e88a788354f633cf9e02fe7f684058a4]: Words in reg. 38B substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 51(b)(ii)(bb); 2020 c. 1, Sch. 5 para. 1(1)

[^key-e8983d7a652edf2f67fe076fc12b6690]: Words in reg. 46 substituted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 19(a)(i) (with reg. 2(6)(7))

[^key-e9cffc31d7d7b5bd4cf611e02effed65]: Words in reg. 5 omitted (with application in accordance with reg. 1(3) of the amending S.I.) by virtue of The Companies and Partnerships (Accounts and Audit) Regulations 2013 (S.I. 2013/2005), regs. 1(1), 3(2)(b) (with reg. 1(5)(6))

[^key-ea089924b3991f910de596371e141e1c]: Word in reg. 15 inserted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 14(3)(b)(ii)

[^key-ea2a46e9ab00a66943795aef8edb6ca8]: Words in reg. 5 inserted (N.I.) (27.3.2024) by The Occupational Pension Schemes (Master Trusts) Regulations (Northern Ireland) 2024 (S.R. 2024/78), regs. 1, 31(2)(a)

[^key-eb5ce669fa0f379e30100b3aaded52c4]: Words in reg. 43 omitted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by virtue of The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 16(c) (with reg. 2(6)(7))

[^key-eb8dadd4c74ea4743fa12ffe1721856b]: Words in reg. 24 inserted (with effect for financial years beginning on or after 6.4.2021) by The European Grouping of Territorial Cooperation and Limited Liability Partnerships etc. (Revocations and Amendments) (EU Exit) Regulations 2021 (S.I. 2021/153), regs. 1, 16(3)

[^key-ed9214126fe66c92080ec5bbef04a012]: Words in reg. 45 substituted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 18(b)(ii) (with reg. 2(6)(7))

[^key-edff256c25eaf55497df8af9037eb16e]: Words in reg. 18 inserted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 6 (with reg. 2(6)(7))

[^key-ee5b3bbce2c1361716c72f2a06cd6b12]: Words in reg. 40 inserted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 14 (with reg. 2(6)(7))

[^key-eea7eade410b425b7bfba3b211b244e4]: Reg. 25 substituted (2.7.2012) by The Statutory Auditors (Amendment of Companies Act 2006 and Delegation of Functions etc) Order 2012 (S.I. 2012/1741), art. 1(2), Sch. para. 8

[^key-eeb80ebe7ae614894765ac7243578410]: Word in reg. 45 substituted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 18(b)(iii) (with reg. 2(6)(7))

[^key-f00117ce4585c5970eff3227a4d6d559]: Words in reg. 24 substituted (1.3.2017) by The Bank of England and Financial Services (Consequential Amendments) Regulations 2017 (S.I. 2017/80), reg. 1, Sch. para. 28

[^key-f02520cd85a51547fc6728a35b2b8957]: Words in reg. 32 substituted (31.12.2020 with effect in relation to accounts for financial years beginning on or after IP completion day) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 58(7)(c) (with reg. 1(3)-(8), Sch. 1 para. 65); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f053762f5f0e35c8184a7b4762155fed]: Words in reg. 23 inserted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 21(4)(a)

[^key-f060722c006f94117b1028fa5be5d872]: Words in reg. 34A substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 50(c)(i) (as substituted by S.I. 2019/1392, regs. 1(2), 7); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f2f07e217fad46aec6a5fd9cf53c31a9]: Words in reg. 9 substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 15(b)(i) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f35d34ac7bf6c1a58f80a68a483237ab]: Words in reg. 30 inserted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 20(2)(b)

[^key-f3ba135af3f9d1c28ffb476b9c173361]: Words in reg. 9 substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 15(a)(ii) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f3e4a193d3ff4b7418bac9344c3dda9e]: Words in reg. 17 substituted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 17(4)

[^key-f4342ee486b12ed0bd05081a09e1a607]: Words in reg. 23 inserted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 21(3)(d)

[^key-f51c69b254170006928b042b1879ab7d]: Words in reg. 24 inserted (1.8.2014) by The Co-operative and Community Benefit Societies and Credit Unions Act 2010 (Consequential Amendments) Regulations 2014 (S.I. 2014/1815), reg. 1(2), Sch. para. 22(b)

[^key-f57780a0da6d626ab68b7ecf4118e9a4]: Words in reg. 32 inserted (31.12.2020 with effect in relation to accounts for financial years beginning on or after IP completion day) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 58(7)(d) (with reg. 1(3)-(8), Sch. 1 para. 65); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f6342408f3198c7f4cb415dfbfb40666]: Words in reg. 10 substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 16(b)(iii)(aa) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f70adf78d5dff369ebe9f999ad3a0d12]: Words in reg. 16 substituted (with effect for financial years beginning on or after 6.4.2021) by The European Grouping of Territorial Cooperation and Limited Liability Partnerships etc. (Revocations and Amendments) (EU Exit) Regulations 2021 (S.I. 2021/153), regs. 1, 9(4)(b)

[^key-f80df01fefa3e31e5a4e7ea51107a784]: Reg. 59 inserted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 26

[^key-f8286dc90877b10fbac66af55f380826]: Words in reg. 46 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 53(a)(i) (with Sch. 4 para. 1(a)) (as amended by S.I. 2020/523, regs. 1(2), 19); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f8328facdcd7097cb9ea962ccbeeeec7]: Words in reg. 45 substituted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 18(d)(ii)(cc) (with reg. 2(6)(7))

[^key-f96e9a46823eb4251f94ed061afdcabc]: Words in reg. 55 substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 21(a)(ii) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f992296084ccf1206421f55d2124d614]: Words in reg. 59(1)(b) substituted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 25(3)(a)

[^key-fc12895fc4765f5811052fc3f683cca4]: Words in reg. 22 inserted (with effect for financial years beginning on or after 6.4.2021) by The European Grouping of Territorial Cooperation and Limited Liability Partnerships etc. (Revocations and Amendments) (EU Exit) Regulations 2021 (S.I. 2021/153), regs. 1, 13(5)(a)

[^key-fca0da7d543edb8d82eba3532946c0d9]: Word in reg. 10 substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 16(a)(ii)(aa) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^key-fe544f1cb83928c368943a0a1f12a700]: Reg. 5A inserted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 6

[^key-fe79c1df0502875ffc850bb1a499c96b]: Reg. 59(1)(a) substituted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 25(2)

[^key-ffe761276a7a5b9dc1ec1dde3cbdfd27]: Words in reg. 10 substituted (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145), regs. 1(2)(b), 2, Sch. 3 para. 16(c)(iii)(bb) (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11); 2020 c. 1, Sch. 5 para. 1(1)

[^M_F_23848ba1-8ecb-4358-8d12-3655afa2e410]: Words in reg. 46 substituted (2.7.2012) by The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012 (S.I. 2012/1439), arts. 1(2), 8(5)

[^M_F_2bfbcccb-9cc7-4ef1-df7a-6a4a88f79161]: Words in reg. 26 inserted (N.I.) (27.3.2024) by the Occupational Pension Schemes (Master Trusts) Regulations (Northern Ireland) 2024 (S.R. 2024/78), regs. 1, 31(3)(b), 33

[^M_F_2cc1b4b0-38d0-4545-c8c6-e00483609450]: Words in reg. 5 substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), arts. 1, 4

[^M_F_63ffad54-739e-4817-88fc-ea0f240a6305]: Words in reg. 34 inserted (N.I.) (27.3.2024) by the Occupational Pension Schemes (Master Trusts) Regulations (Northern Ireland) 2024 (S.R. 2024/78), regs. 1, 31(4), 33

[^M_F_66ebb0e9-031d-47ee-c9bd-0e8664bb367c]: Words in reg. 26 inserted (N.I.) (27.3.2024) by the Occupational Pension Schemes (Master Trusts) Regulations (Northern Ireland) 2024 (S.R. 2024/78), regs. 1, 31(3)(a), 33

[^M_F_7ad550ac-ab2f-47c5-9c8b-b03c3687a2ac]: Words in reg. 23 substituted (2.7.2012) by The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012 (S.I. 2012/1439), arts. 1(2), 8(2)

[^M_F_9b6e751e-fcd9-4dc8-d78e-2b4112635e0d]: Words in reg. 23 inserted (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 21(5)(b)(ii)

[^M_F_9cca74a8-0070-4775-efa8-ec3609bcfd62]: Words in reg. 36 inserted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 11(c) (with reg. 2(6)(7))

[^M_F_ad2ada09-e1f1-468e-adbd-144b58f9c8e7]: Words in reg. 36 inserted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 11(d) (with reg. 2(6)(7))

[^M_F_c80d8dc5-7944-47ac-910f-558c82f840f0]: Words in reg. 36 inserted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 11(b) (with reg. 2(6)(7))

[^M_F_f313ac47-7c30-40da-ec0f-11fbc9f7c0af]: Words in reg. 24 substituted (2.7.2012) by The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012 (S.I. 2012/1439), arts. 1(2), 8(3)

[^M_F_f51f3331-0670-4e4b-a1c4-b469a38d123a]: Words in reg. 34A inserted (N.I.) (27.3.2024) by the Occupational Pension Schemes (Master Trusts) Regulations (Northern Ireland) 2024 (S.R. 2024/78), regs. 1, 31(5), 33

[^key-32821c3df4087a463ae21dbc072439ab]: Word in reg. 24 substituted (27.2.2025) by The Retained EU Law (Revocation and Reform) Act 2023 (Consequential Amendments) Regulations 2025 (S.I. 2025/82), reg. 1(2), Sch. 6 para. 3

[^key-feea6b4913a1db25078e943a12da3075]: Words in reg. 5 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(2)(a)

[^key-9011e8936bcd34e0ce955bd1bb4da87a]: Words in reg. 5 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(2)(b)

[^key-94e5964c0b4fe0c3250b8cfbc5205eb9]: Words in reg. 5 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(3)(a)

[^key-1e6612b94ba586ca601adf39dcfcdc09]: Words in reg. 5 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(3)(b)

[^key-181e09b412d8221418c588c8515b04af]: Words in reg. 5A substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(4)(a)

[^key-47b02db2d40f9e365508b5cebfc7fc07]: Words in reg. 5A substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(4)(b)

[^key-9906a2a45f15fcef66775eeb987055ba]: Words in reg. 26 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(5)(a)

[^key-43d05eef98d5b4a236926acc4407450e]: Words in reg. 26 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(5)(b)

[^key-5a5f47a1e1c9b5b6c482a1773832018b]: Words in reg. 26 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(6)(a)

[^key-0498204adbaba8f468e1294227226471]: Words in reg. 26 substituted (with effect in relation to financial years beginning on or after 6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 2(2), 11(6)(b)

Exemption for dormant subsidiary LLPs

19A

Section 448A applies to LLPs, modified so as to read as follows—

(448A) (1) The designated members of an LLP are not required to deliver a copy of the LLP’s individual accounts to the registrar in respect of a financial year if— (a) the LLP is a subsidiary undertaking, (b) it has been dormant throughout the whole of that year, and (c) its parent undertaking is established under laws 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 448C 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) international accounting standards, (d) the parent undertaking must disclose in the notes to the consolidated accounts that the designated members of the LLP are exempt from the requirement to deliver a copy of the LLP’s individual accounts to the registrar 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 accounts 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 448C(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. (448B) The designated members of an LLP are not entitled to the exemption conferred by section 448A (dormant subsidiaries) if the LLP 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). (448C) (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.

Requirements where abbreviated accounts delivered

Approval and signing of abbreviated accounts

Failure to file accounts and auditor's report

Exemption from audit: qualifying subsidiaries

34A

Sections 479A, 479B and 479C apply to LLPs, modified so that they read as follows—

(479A) (1) An LLP is exempt from the requirements of this Act relating to the audit of individual accounts for a financial year if— (a) it is itself a subsidiary undertaking, and (b) 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 479C 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 Part 15 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 (within the meaning given by section 474(1)), (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirements of this Act relating to the audit of individual accounts by virtue of this section, (e) the designated members of the LLP must deliver to the registrar on or before the date that they file the LLP’s accounts for that year— (i) a written notice of the agreement referred to in subsection (2)(a), (ii) the statement referred to in section 479C(1), (iii) a copy of the consolidated accounts referred to in subsection 2(c), (iv) a copy of the consolidated annual report drawn up by the parent undertaking, and (v) a copy of the auditor’s report on those accounts. (3) This section has effect subject to— - section 475(2) and (3) (requirements as to statements contained in balance sheet). (479B) An LLP is not entitled to the exemption conferred by section 479A (subsidiary LLPs) if it was at any time within the financial year in question— (za) a traded LLP as defined in section 474(1), (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 (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 (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). (479C) (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 (if any) of the parent undertaking, (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

Exemption from audit: dormant LLPs

LLPs qualifying as micro-entities

5A

Sections 384A and 384B apply to LLPs, modified so that they read as follows—

(384A) (1) An LLP qualifies as a micro-entity in relation to its first financial year if the qualifying conditions are met in that year. (2) Subject to subsection (3), an LLP qualifies as a micro-entity in relation to a subsequent financial year if the qualifying conditions are met in that year. (3) 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 micro-entity only if it occurs in two consecutive financial years. (4) The qualifying conditions are met by an LLP in a year in which it satisfies two or more of the following requirements—

(5) For a period that is an LLP’s financial year but not in fact a year the maximum figure for turnover must be proportionately adjusted. (6) The balance sheet total means the aggregate of the amounts shown as assets in the LLP’s balance sheet. (7) 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. (8) In the case of an LLP which is a parent LLP, the LLP qualifies as a micro-entity in relation to a financial year only if— (a) the LLP qualifies as a micro-entity in relation to that year, as determined by subsections (1) to (7), and (b) the group headed by the LLP qualifies as a small group, as determined by section 383(2) to (7). (384B) (1) The micro-entity provisions do not apply in relation to an LLP’s accounts for a particular financial year if the LLP ... at any time within that year— (a) was an LLP excluded from the small LLPs regime by virtue of section 384, (b) would have been an investment undertaking as defined in Article 2(14) of Directive 2013/34/EU of 26 June 2013 on the annual financial statements etc. of certain types of undertakings were the United Kingdom a member State, (c) would have been a financial holding undertaking as defined in Article 2(15) of that Directive were the United Kingdom a member State, (d) 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, (e) would have been an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings were the United Kingdom a member State. (2) The micro-entity provisions also do not apply in relation to an LLP’s accounts for a financial year if— (a) the LLP is a parent LLP which prepares group accounts for that year as permitted by section 399(4), or (b) the LLP is not a parent LLP but its accounts are included in consolidated group accounts for that year.

Review

59

• (1) The Secretary of State must from time to time—

• (a) carry out a review, respectively, of the regulatory provision contained in these Regulations to which amendments have been made by—

• (i) Part 2 of the Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (“the 2016 Regulations”),

• (ii) Schedule 3 to the Statutory Auditors Regulations 2017, and

• (iii) Part 3 of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”),

• (b) set out the conclusions of each review in a separate report, and

• (c) publish the report.

• (1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Section 30(4) of the Small Business, Enterprise and Employment Act 2015 requires that a report published under this regulation must, in particular—

• (a) set out the objectives intended to be achieved by those provisions,

• (b) assess the extent to which those objectives are achieved,

• (c) assess whether those objectives remain appropriate, and

• (d) if those objectives remain appropriate, assess the extent to which they could be achieved in another way which involves less onerous regulatory provision.

• (3) The first report under—

• (a) paragraph (1)(a)(i) and (ii) must be published before the end of the period of 5 years beginning with the date on which the 2016 Regulations come into force;

• (b) paragraph (1)(a)(iii) must be published before the end of the period of 5 years beginning with the date on which the 2018 Regulations come into force.

• (4) Subsequent reports under this regulation must be published at intervals not exceeding 5 years.

• (5) In this regulation, “regulatory provision” has the same meaning as in sections 28 to 32 of the Small Business, Enterprise and Employment Act 2015 (see section 32 of that Act).

Strategic report

12A

Sections 414A, 414C and 414D apply to LLPs, modified so that they read as follows—

(414A) (1) The members of an LLP which is— (a) a traded LLP, or (b) a banking LLP, must prepare a strategic report for each financial year of the LLP. (2) For a financial year in which— (a) the LLP is a parent LLP, and (b) the members of the LLP prepare group accounts, the strategic report must be a consolidated report (a “group strategic report”) relating to the undertakings included in the consolidation. (3) A group strategic report may, where appropriate, give greater emphasis to the matters that are significant to the undertakings included in the consolidation, taken as a whole. (4) In the case of failure to comply with the requirement to prepare a strategic report, an offence is committed by every person who— (a) was a member of the LLP immediately before the end of the period for filing accounts and reports for the financial year in question, and (b) failed to take all reasonable steps for securing compliance with that requirement. (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. (414C) (1) The strategic report of a traded LLP and of a banking LLP— (a) must contain a fair review of the LLP’s business and a description of the principal risks and uncertainties facing the LLP; and (b) where subsection (1A) applies, must in addition to the information described in paragraph (a), contain climate-related financial disclosures. (1A) This subsection applies to any traded LLP or banking LLP which, in the relevant year to which the strategic report relates, either— (a) has more than 500 employees; or (b) is a parent LLP and the aggregate number of employees for a group headed by the LLP is more than 500. (1B) For the purposes of subsection (1A), the number of employees of an LLP or of a group headed by an LLP means the average number of persons employed by the LLP or the group headed 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 or the group headed 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. (2) The review required is a balanced and comprehensive analysis of— (a) the development and performance of the LLP’s business during the financial year, and (b) the position of the LLP’s business at the end of that year, consistent with the size and complexity of the business. (3) The review must, to the extent necessary for an understanding of the development, performance or position of the LLP’s business, include— (a) analysis using financial key performance indicators, and (b) where appropriate, analysis using other key performance indicators, including information relating to environmental matters and employee matters. (4) In subsection (3), “key performance indicators” means factors by reference to which the development, performance or position of the LLP’s business can be measured effectively. (4A) In this section and section 416A, “climate-related financial disclosures” means— (a) a description of the LLP’s governance arrangements in relation to assessing and managing climate-related risks and opportunities; (b) a description of how the LLP identifies, assesses, and manages climate-related risks and opportunities; (c) a description of how processes for identifying, assessing, and managing climate-related risks are integrated into the LLP’s overall risk management process; (d) a description of— (i) the principal climate-related risks and opportunities arising in connection with the LLP’s operations, and (ii) the time periods by reference to which those risks and opportunities are assessed; (e) a description of the actual and potential impacts of the principal climate-related risks and opportunities on the LLP’s business model and strategy; (f) an analysis of the resilience of the LLP’s business model and strategy, taking into consideration different climate-related scenarios; (g) a description of the targets used by the LLP to manage climate-related risks and to realise climate-related opportunities and of performance against those targets; and (h) a description of the key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and of the calculations on which those key performance indicators are based. (4B) Where the members of an LLP reasonably believe that, having regard to the nature of the LLP’s business, and the manner in which it is carried on, the whole or a part of a climate-related financial disclosure required by subsection (4A)(e), (f), (g) or (h) is not necessary for an understanding of the LLP’s business, the members may omit the whole or (as the case requires) therelevant part of that climate-related financial disclosure. (4C) Where the members omit the whole or part of a climate-related financial disclosure in reliance on subsection (4B) the strategic report must provide a clear and reasoned explanation of the members’ reasonable belief mentioned in that subsection. (4D) The Secretary of State may issue guidance on the climate-related financial disclosures, which are described in subsection (4A), and otherwise in connection with the requirements of this section. (5) The report must, where appropriate, include references to, and additional explanations of, amounts included in the LLP’s annual accounts. (6) In relation to a group strategic report this section has effect as if the references to the LLP were references to the undertakings included in the consolidation. (7) Nothing in this section requires the disclosure of information about impending developments or matters in the course of negotiation if the disclosure would, in the opinion of the members, be seriously prejudicial to the interests of the LLP. (414D) (1) The strategic report must be approved by the members and signed on behalf of all the members by a designated member. (2) If a strategic report is approved that does not comply with the requirements of this Act, every member who– (a) knew that it did not comply, or was reckless as to whether it complied, and (b) failed to take reasonable steps to secure compliance with those requirements or, as the case may be, to prevent the report from being approved, commits an offence. (3) 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.

24A

Section 463 applies to LLPs, modified so that it reads as follows—

(463) (1) A member of an LLP is liable to compensate the LLP for any loss suffered by it as a result of— (a) any untrue or misleading statement in a strategic report or energy and carbon report, or (b) the omission from a strategic report or energy and carbon report of anything required to be included in it. (2) The member is so liable only if— (a) the member knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or (b) the member knew the omission to be dishonest concealment of a material fact. (3) No person shall be subject to any liability to a person other than the LLP resulting from reliance, by that person or another, on information in a report to which this section applies. (4) The reference in subsection (3) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement. (5) This section does not affect— (a) liability for a civil penalty, or (b) liability for a criminal offence.

The maximum engagement period

38A

Section 494ZA applies to LLPs, modified so that it reads as follows—

(494ZA) (1) Where a person is auditor of an LLP for consecutive financial years, the maximum engagement period of the person as auditor of the LLP— (a) begins with the first of those years (see the appropriate entry in the first column of the following Table), and (b) ends with the financial year specified in the corresponding entry in the second column of the Table:

(2) Where the first financial year of the maximum engagement period begins on or after 17 June 2003, the maximum engagement period may be extended by a period of no more than 2 years with the approval of the competent authority. (3) Such approval may be given by the competent authority only if it is satisfied that exceptional circumstances exist. (4) Where the competent authority gives its approval as mentioned in subsection (2)— (a) the second column of the Table in subsection (1) has effect with the necessary modifications, and (b) the first appointment to be made after the end of the period as so extended must be made following a qualifying selection procedure. (5) In this section “qualifying selection procedure” means— (a) in the case of an appointment for a financial year beginning on or after 17 June 2016 made after the Statutory Auditors and Third Country Auditors Regulations 2017 come into force— (i) if the LLP has an audit committee, a selection procedure that complies with the requirements of section 485A(4) and (5)(a) and (b), and (ii) if the LLP does not have an audit committee, a selection procedure that complies with the requirements of section 485B(4); (b) in any other case, a selection procedure that substantially meets the requirements of Article 16(2) to (5) of the Audit Regulation as it had effect immediately before IP completion day, having regard to the circumstances at the time (including whether the LLP had an audit committee).

Interpretation

38B

Section 494A applies to LLPs, modified so that it reads as follows—

(494A) In this Chapter— - audit committee” means a body which performs— the functions referred to in—rule 7.1.3 of the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (audit committees and their functions) under the Financial Services and Markets Act 2000, orrule 2.4 of the Audit Committee Part of the Rulebook made by the Prudential Regulation Authority under that Act,as they have effect on IP completion day, orequivalent functions. - “Audit Directive” means Directive 2006/43/EC of the European Parliament and of the Council on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC; - “Auditor General” means—the Comptroller and Auditor General,the Auditor General for Scotland,the Auditor General for Wales, orthe Comptroller and Auditor General for Northern Ireland; - “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6)); - “network” means an association of persons other than a firm co-operating in audit work by way of—profit-sharing;cost sharing;common ownership, control or management;common quality control policies and procedures;common business strategy; oruse of a common name; - “public interest entity” means—an issuer whose transferable securities are admitted to trading on a UK regulated market;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; - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 5A — ENERGY AND CARBON REPORT

Energy and carbon report

12B

Sections 415, 415A, 416 and 419 apply to LLPs, modified so that they read as follows—

(415) (1) Unless the LLP is exempted under section 415A(1) or (4), and subject to subsection (4), the members of an LLP must prepare an energy and carbon report for each financial year of the LLP. (2) For a financial year in which— (a) the LLP is a parent LLP, and (b) the members of the LLP prepare group accounts, the energy and carbon report must be a consolidated report (“a group energy and carbon report”) relating to the undertakings included in the consolidation. (3) A group energy and carbon report may, where appropriate, give greater emphasis to the matters that are significant to the undertakings included in the consolidation, taken as a whole. (4) Subsection (1) does not apply if— (a) the LLP is a subsidiary undertaking at the end of the financial year; (b) the LLP is included in the group report of a parent undertaking; (c) the group report is prepared for a financial year of the parent undertaking that ends at the same time as, or before the end of, the LLP’s financial year; and— (i) if the group report is a group energy and carbon report, it complies with Part 7A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as applied and modified by regulation 12B of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 other than in reliance on paragraph 20D(7)(b); or (ii) if the group report is a group directors’ report— (aa) of a quoted company, it complies with Part 7 of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than in reliance on paragraph 15(5)(b); or (bb) of an unquoted company it complies with Part 7A of Schedule 7 to those Regulations other than in reliance on paragraph 20D(7)(b). (5) For the purpose of subsection (4)— - “group directors’ report” means a report prepared in accordance with section 415(2); - “quoted company” and “unquoted company” have the meanings given in section 385. (6) In the case of failure to comply with the requirement to prepare an energy and carbon report, an offence is committed by every person who— (a) was a member of the LLP immediately before the end of the period for filing accounts and reports for the financial year in question; and (b) failed to take all reasonable steps for securing compliance with that requirement. (7) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction— (i) in England and Wales, to a fine; (ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum. (415A) (1) Unless the LLP is a parent LLP, an LLP is exempted under this subsection— (a) in relation to its first financial year if the qualifying conditions in subsection (2) are met in that year; (b) in relation to a subsequent financial year— (i) if the qualifying conditions are met in that year and were also met in relation to the preceding financial year; (ii) if— (aa) the qualifying conditions are met in that year, and (bb) the LLP was exempted in relation to the preceding financial year; or (iii) if— (aa) the qualifying conditions were met in the preceding financial year, and (bb) the LLP was exempted in relation to the preceding financial year. (2) The qualifying conditions referred to in subsection (1) are met by an LLP in a year in which it satisfies two or more of the following requirements—

(3) For the purposes of subsection (2)— (a) for a period that is an LLP’s financial year but not in fact a year the figure for turnover must be proportionately adjusted; (b) the balance sheet total means the aggregate of the amounts shown as assets in the LLP’s balance sheet; (c) the number of employees means the average number of persons employed by the LLP in the year, determined as follows— (i) 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), (ii) add together the monthly totals, and (iii) divide by the number of months in the financial year. (4) A parent LLP is exempted under this subsection— (a) in relation to the parent LLP’s first financial year if the qualifying conditions in subsection (5) are met in that year by the group headed by it; (b) in relation to a subsequent financial year of the parent LLP— (i) if the qualifying conditions are met in that year and the preceding financial year by the group headed by the parent LLP; (ii) if— (aa) the qualifying conditions are met in that year by the group, and (bb) the parent LLP was exempted in relation to the preceding financial year; or (iii) if— (aa) the qualifying conditions were met in the preceding financial year by the group, and (bb) the parent LLP was exempted in relation to the preceding financial year. (5) The qualifying conditions referred to in subsection (4) are met by a group in a year in which it satisfies two or more of the following requirements—