The Small Limited Liability Partnerships (Accounts) Regulations 2008

Where during the financial year there has been a disposal of an undertaking or group which significantly affects the figures shown in the group accounts, there must be stated in a note to the accounts—

• (a) the name of that undertaking or, as the case may be, of the parent undertaking of that group, and

• (b) the extent to which the profit or loss shown in the group accounts is attributable to profit or loss of that undertaking or group.

16

The information required by paragraph 13, 14 or 15 need not be disclosed with respect to an undertaking which—

• (a) is established under the law of a country outside the United Kingdom, or

• (b) carries on business outside the United Kingdom,

if in the opinion of the members of the parent LLP the disclosure would be seriously prejudicial to the business of that undertaking or to the business of the parent LLP or any of its subsidiary undertakings and the Secretary of State agrees that the information should not be disclosed.

Minority interests

17

• (1) The formats set out in Section B of Part 1 of Schedule 1 to these Regulations have effect in relation to group accounts with the following additions.

• (2) In the Balance Sheet Formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent LLP and its subsidiary undertakings.

• (3) In the Profit and Loss Account Formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of any profit or loss attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent LLP and its subsidiary undertakings.

• (4) For the purposes of paragraph 4 of Schedule 1 (power to adapt or combine items)—

• (a) the additional item required by sub-paragraph (2) above is treated as one to which a letter is assigned, and

• (b) the additional item required by sub-paragraph (3) above is treated as one to which an Arabic number is assigned.

Joint ventures

18

• (1) Where an undertaking included in the consolidation manages another undertaking jointly with one or more undertakings not included in the consolidation, that other undertaking (“the joint venture”) may, if it is not—

• (a) a body corporate, or

• (b) a subsidiary undertaking of the parent LLP,

be dealt with in the group accounts by the method of proportional consolidation.

• (2) The provisions of this Schedule relating to the preparation of consolidated accounts and sections 402 and 405 of the 2006 Act apply, with any necessary modifications, to proportional consolidation under this paragraph.

• (3) In addition to the disclosure of the average number of employees employed during the financial year (see section 411(7) of the 2006 Act), there must be a separate disclosure in the notes to the accounts of the average number of employees employed by undertakings that are proportionately consolidated.

Associated undertakings

19

• (1) An “associated undertaking” means an undertaking in which an undertaking included in the consolidation has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not—

• (a) a subsidiary undertaking of the parent LLP, or

• (b) a joint venture dealt with in accordance with paragraph 18.

• (2) Where an undertaking holds 20% or more of the voting rights in another undertaking, it is presumed to exercise such an influence over it unless the contrary is shown.

• (3) The voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.

• (4) The provisions of paragraphs 5 to 11 of Schedule 7 to the 2006 Act (parent and subsidiary undertakings: rights to be taken into account and attribution of rights) apply in determining for the purposes of this paragraph whether an undertaking holds 20% or more of the voting rights in another undertaking.

20

• (1) The interest of an undertaking in an associated undertaking, and the amount of profit or loss attributable to such an interest, must be shown by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 17 to 20 and 22 of Schedule 1 to these Regulations).

• (2) Where the associated undertaking is itself a parent undertaking, the net assets and profits or losses to be taken into account are those of the parent and its subsidiary undertakings (after making any consolidation adjustments).

• (3) The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.

PART 2 — INFORMATION ABOUT RELATED UNDERTAKINGS WHERE LLP PREPARING GROUP ACCOUNTS (NON-IAS OR IAS GROUP ACCOUNTS)

Introduction and interpretation

21

In this Part of this Schedule “the group” means the group consisting of the parent LLP and its subsidiary undertakings.

Subsidiary undertakings

22

• (1) The following information must be given with respect to the undertakings that are subsidiary undertakings of the parent LLP at the end of the financial year.

• (2) The name of each undertaking must be stated.

• (3) There must be stated—

• (a) the address of the undertaking’s registered office (whether in or outside the United Kingdom),

• (b) if it is unincorporated, the address of its principal place of business.

• (4) It must also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation must be given.

• (5) It must be stated with respect to each subsidiary undertaking by virtue of which of the conditions specified in section 1162(2) or (4) of the 2006 Act it is a subsidiary undertaking of its immediate parent undertaking. That information need not be given if the relevant condition is that specified in subsection (2)(a) of that section (holding of a majority of the voting rights) and the immediate parent undertaking holds the same proportion of the shares in the undertaking as it holds voting rights.

Holdings in subsidiary undertakings

23

• (1) The following information must be given with respect to the shares of a subsidiary undertaking held—

• (a) by the parent LLP, and

• (b) by the group,

and the information under paragraphs (a) and (b) must (if different) be shown separately.

• (2) There must be stated—

• (a) the identity of each class of shares held, and

• (b) the proportion of the nominal value of the shares of that class represented by those shares.

Financial information about subsidiary undertakings not included in the consolidation

24

• (1) There must be shown with respect to each subsidiary undertaking not included in the consolidation—

• (a) the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

• (b) its profit or loss for that year.

• (2) That information need not be given if the group's investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

• (a) the undertaking is not required by any provision of the 2006 Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in the United Kingdom or elsewhere, and

• (b) the holding of the group is less than 50% of the nominal value of the shares in the undertaking.

• (3) Information otherwise required by this paragraph need not be given if it is not material.

• (4) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

• (a) if its financial year ends with that of the LLP, that year, and

• (b) if not, its financial year ending last before the end of the LLP's financial year.

Joint ventures

25

• (1) The following information must be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 18 of this Schedule (joint ventures)—

• (a) the name of the undertaking,

• (b) the address of the undertaking’s registered office (whether in or outside the United Kingdom),

• (c) the factors on which joint management of the undertaking is based, and

• (d) the proportion of the capital of the undertaking held by or on behalf of undertakings included in the consolidation.

• (2) Where the financial year of the undertaking did not end with that of the LLP, there must be stated the date on which a financial year of the undertaking last ended before that date.

Associated undertakings

26

• (1) The following information must be given where an undertaking included in the consolidation has an interest in an associated undertaking.

• (2) The name of the associated undertaking must be stated.

• (3) There must be stated—

• (a) the address of the undertaking’s registered office (whether in or outside the United Kingdom),

• (b) if it is unincorporated, the address of its principal place of business.

• (4) The following information must be given with respect to the shares of the undertaking held—

• (a) by the parent LLP, and

• (b) by the group,

and the information under paragraphs (a) and (b) must be shown separately.

• (5) There must be stated—

• (a) the identity of each class of shares held, and

• (b) the proportion of the nominal value of the shares of that class represented by those shares.

• (6) In this paragraph “associated undertaking” has the meaning given by paragraph 19 of this Schedule; and the information required by this paragraph must be given notwithstanding that paragraph 20(3) of this Schedule (materiality) applies in relation to the accounts themselves.

Other significant holdings of parent LLP or group

27

• (1) The information required by paragraphs 28 and 29 must be given where at the end of the financial year the parent LLP has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 25 (joint ventures) or paragraph 26 (associated undertakings).

• (2) A holding is significant for this purpose if—

• (a) it amounts to 20% or more of the nominal value of any class of shares in the undertaking, or

• (b) the amount of the holding (as stated or included in the LLP's individual accounts) exceeds 20% of the amount of its assets (as so stated).

28

• (1) The name of the undertaking must be stated.

• (2) There must be stated—

• (a) the address of the undertaking’s registered office (whether in or outside the United Kingdom),

• (b) if it is unincorporated, the address of its principal place of business.

• (3) The following information must be given with respect to the shares of the undertaking held by the parent LLP.

• (4) There must be stated—

• (a) the identity of each class of shares held, and

• (b) the proportion of the nominal value of the shares of that class represented by those shares.

29

• (1) There must also be stated—

• (a) the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

• (b) its profit or loss for that year.

• (2) That information need not be given in respect of an undertaking if—

• (a) the undertaking is not required by any provision of the 2006 Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in the United Kingdom or elsewhere, and

• (b) the LLP's holding is less than 50% of the nominal value of the shares in the undertaking.

• (3) Information otherwise required by this paragraph need not be given if it is not material.

• (4) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

• (a) if its financial year ends with that of the LLP, that year, and

• (b) if not, its financial year ending last before the end of the LLP's financial year.

30

• (1) The information required by paragraphs 31 and 32 must be given where at the end of the financial year the group has a significant holding in an undertaking which is not a subsidiary undertaking of the parent LLP and does not fall within paragraph 25 (joint ventures) or paragraph 26 (associated undertakings).

• (2) A holding is significant for this purpose if—

• (a) it amounts to 20% or more of the nominal value of any class of shares in the undertaking, or

• (b) the amount of the holding (as stated or included in the group accounts) exceeds 20% of the amount of the group's assets (as so stated).

31

• (1) The name of the undertaking must be stated.

• (2) There must be stated—

• (a) the address of the undertaking’s registered office (whether in or outside the United Kingdom),

• (b) if it is unincorporated, the address of its principal place of business.

• (3) The following information must be given with respect to the shares of the undertaking held by the group.

• (4) There must be stated—

• (a) the identity of each class of shares held, and

• (b) the proportion of the nominal value of the shares of that class represented by those shares.

32

• (1) There must also be stated—

• (a) the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

• (b) its profit or loss for that year.

• (2) That information need not be given if—

• (a) the undertaking is not required by any provision of the 2006 Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in the United Kingdom or elsewhere, and

• (b) the holding of the group is less than 50% of the nominal value of the shares in the undertaking.

• (3) Information otherwise required by this paragraph need not be given if it is not material.

• (4) For the purposes of this paragraph the “relevant financial year” of an outside undertaking is—

• (a) if its financial year ends with that of the parent LLP, that year, and

• (b) if not, its financial year ending last before the end of the parent LLP's financial year.

Parent undertaking drawing up accounts for larger group

33

• (1) Where the parent LLP is itself a subsidiary undertaking, the following information must be given with respect to that parent undertaking of the LLP which heads—

• (a) the largest group of undertakings for which group accounts are drawn up and of which that LLP is a member, and

• (b) the smallest such group of undertakings.

• (2) The name of the parent undertaking must be stated.

• (3) There must be stated—

• (a) if the undertaking is incorporated outside the United Kingdom, the country in which it is incorporated,

• (b) if it is unincorporated, the address of its principal place of business.

• (4) If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there must also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent

34

• (1) Where the parent LLP is itself a subsidiary undertaking, the following information must be given with respect to the body corporate (if any) regarded by the members as being that LLP's ultimate parent.

• (2) The name of that body corporate must be stated.

• (3) If that body corporate is incorporated outside the United Kingdom, the country in which it is incorporated must be stated (if known to the members).

Construction of references to shares held by parent LLP or group

35

• (1) References in this Part of this Schedule to shares held by the parent LLP or the group are to be construed as follows.

• (2) For the purposes of paragraphs 23, 26(4) and (5) and 27 to 29 (information about holdings in subsidiary and other undertakings)—

• (a) there must be attributed to the parent LLP shares held on its behalf by any person; but

• (b) there must be treated as not held by the parent LLP shares held on behalf of a person other than the LLP.

• (3) References to shares held by the group are to any shares held by or on behalf of the parent LLP or any of its subsidiary undertakings; but any shares held on behalf of a person other than the parent LLP or any of its subsidiary undertakings are not to be treated as held by the group.

• (4) Shares held by way of security must be treated as held by the person providing the security—

• (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

• (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.

SCHEDULE 5 — GENERAL INTERPRETATION

Financial instruments

1

References to “derivatives” include commodity-based contracts that give either contracting party the right to settle in cash or in some other financial instrument, except where such contracts—

• (a) were entered into for the purpose of, and continue to meet, the LLP's expected purchase, sale or usage requirements,

• (b) were designated for such purpose at their inception, and

• (c) are expected to be settled by delivery of the commodity.

2

• (1) The expressions listed in sub-paragraph (2) have the same meaning as they have in Directive 2013/34/EU of 26 June 2013 on the annual financial statements etc. of certain types of undertakings.

• (2) Those expressions are “available for sale financial asset”, “business combination”, “commodity-based contracts”, “derivative”, “equity instrument”, “exchange difference”, “fair value hedge accounting system”, “financial fixed asset”, “financial instrument”, “foreign entity”, “hedge accounting”, “hedge accounting system”, “hedged items”, “hedging instrument”, “held for trading purposes”, “held to maturity”, “monetary item”, “receivables”, “reliable market” and “trading portfolio”.

Fixed and current assets

3

“Fixed assets” means assets of an LLP which are intended for use on a continuing basis in the LLP's activities, and “current assets” means assets not intended for such use.

Historical cost accounting rules

4

References to the historical cost accounting rules are to be read in accordance with paragraph 30 of Schedule 1 to these Regulations.

Listed investments

5

• (1) “Listed investment” means an investment as respects which there has been granted a listing on—

• (a) a recognised investment exchange other than an overseas investment exchange, or

• (b) a stock exchange of repute outside the United Kingdom.

• (2) “Recognised investment exchange” and “overseas investment exchange” have the meaning given in Part 18 of the Financial Services and Markets Act 2000 .

Loans

6

A loan is treated as falling due for repayment, and an instalment of a loan is treated as falling due for payment, on the earliest date on which the lender could require repayment or (as the case may be) payment, if he exercised all options and rights available to him.

Materiality

7

Amounts which in the particular context of any provision of Schedule 1 to these Regulations are not material may be disregarded for the purposes of that provision.

Participating interests

8

• (1) A “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

• (2) A holding of 20% or more of the shares of the undertaking is to be presumed to be a participating interest unless the contrary is shown.

• (3) The reference in sub-paragraph (1) to an interest in shares includes—

• (a) an interest which is convertible into an interest in shares, and

• (b) an option to acquire shares or any such interest,

and an interest or option falls within paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.

• (4) For the purposes of this paragraph an interest held on behalf of an undertaking is to be treated as held by it.

• (5) In the balance sheet and profit and loss formats set out in Section B of Part 1 of Schedule 1 ... to these Regulations, “participating interest” does not include an interest in a group undertaking.

• (6) For the purpose of this paragraph as it applies in relation to the expression “participating interest”—

• (a) in those formats as they apply in relation to group accounts, and

• (b) in paragraph 19 of Schedule 4 (group accounts: undertakings to be accounted for as associated undertakings),

the references in sub-paragraphs (1) to (4) to the interest held by, and the purposes and activities of, the undertaking concerned are to be construed as references to the interest held by, and the purposes and activities of, the group (within the meaning of paragraph 1 of that Schedule).

Provisions

9

• (1) References to provisions for depreciation or diminution in value of assets are to any amount written off by way of providing for depreciation or diminution in value of assets.

• (2) Any reference in the profit and loss account formats set out in Part 1 of Schedule 1 to these Regulations to the depreciation of, or amounts written off, assets of any description is to any provision for depreciation or diminution in value of assets of that description.

10

References to provisions for liabilities are to any amount retained as reasonably necessary for the purpose of providing for any liability the nature of which is clearly defined and which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise.

Purchase price

11

“Purchase price”, in relation to an asset of an LLP or any raw materials or consumables used in the production of such an asset, includes any consideration (whether in cash or otherwise) given by the LLP in respect of that asset or those materials or consumables, as the case may be.

Staff costs

12

• (1) “Social security costs” means any contributions by the LLP to any state social security or pension scheme, fund or arrangement.

• (2) “Pension costs” includes—

• (a) any costs incurred by the LLP in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the LLP,

• (b) any sums set aside for the future payment of pensions directly by the LLP to current or former employees, and

• (c) any pensions paid directly to such persons without having first been set aside.

• (3) Any amount stated in respect of the item “social security costs” or in respect of the item “wages and salaries” in the profit and loss account Format 2 in Section B of Part 1 of Schedule 1 must be determined by reference to payments made or costs incurred in respect of all persons employed by the LLP during the financial year under contracts of service.

Signed

Gareth Thomas — Parliamentary Under Secretary of State for Trade and Consumer Affairs, — 2008-07-17

Explanatory note

(This note is not part of the Regulations)

Footnotes

(Formats 1 and 2, item A.I.1.)

Amounts representing goodwill must only be included to the extent that the goodwill was acquired for valuable consideration.

(2)	Other intangible assets

(Formats 1 and 2, item A.I.2.)

Amounts in respect of concessions, patents, licences, trade marks and similar rights and assets must only be included in an LLP's balance sheet under this item if either—

• (a) the assets were acquired for valuable consideration and are not required to be shown under goodwill, or

• (b) the assets in question were created by the LLP itself.

(3)	Debtors

(Formats 1 and 2, items B.II.1 to 3.)

The amount falling due after more than one year must be shown separately for each item included under debtors unless the aggregate amount of debtors falling due after more than one year is disclosed in the notes to the accounts.

(4)	Prepayments and accrued income

(Formats 1 and 2, item C.)

This item may alternatively be included under item B.II.3 in Format 1 or 2.

(5)	Other creditors

(Format 1, items D.4, G.4 and I and Format 2, items D.4 and E.)

There must be shown separately—

• (a) the amount of any convertible loans, and

• (b) the amount for creditors in respect of taxation and social security.

Payments received on account of orders must be included in so far as they are not shown as deductions from stocks.

In Format 1, accruals and deferred income may be shown under item I or included under item D.4 or G.4, or both (as the case may require). In Format 2, accruals and deferred income may be shown under item E or within item D.4 under Liabilities.

(6)	Net current assets (liabilities)

(Format 1, item E.)

In determining the amount to be shown under this item any prepayments and accrued income must be taken into account wherever shown.

(7)	Loans and other debts due to members

(Format 1, item J and Format 2, Liabilities item A)

The following amounts must be shown separately under this item—

• (a) the aggregate amount of money advanced to the LLP by the members by way of loan,

• (b) the aggregate amount of money owed to members by the LLP in respect of profits,

• (c) any other amounts.

(8)	Creditors

(Format 2, Liabilities items D.1 to 4.)

Format 1	Format 1	Format 1
(see note (12) below)	(see note (12) below)	(see note (12) below)
	1.	Turnover
	2.	Cost of sales (9)
	3.	Gross profit or loss
	4.	Distribution costs (9)
	5.	Administrative expenses (9)
	6.	Other operating income
	7.	Income from shares in group undertakings
	8.	Income from participating interests
	9.	Income from other fixed asset investments (10)
	10.	Other interest receivable and similar income (10)
	11.	Amounts written off investments
	12.	Interest payable and similar expenses (11)
	13.	Tax on profit or loss ...
	14.	Profit or loss ... after taxation
	15.	. . .
	16.	. . .
	17.	. . .
	18.	. . .
	19.	Other taxes not shown under the above items
	20.	Profit or loss for the financial year before members' remuneration and profit shares
Format 2	Format 2	Format 2
---	---	---
	1.	Turnover
	2.	Change in stocks of finished goods and in work in progress
	3.	Own work capitalised
	4.	Other operating income
	5.	(a)
		(b)
	6.	Staff costs
		(a)
		(b)
		(c)
	7.	(a)
		(b)
	8.	Other operating expenses
	9.	Income from shares in group undertakings
	10.	Income from participating interests
	11.	Income from other fixed asset investments (10)
	12.	Other interest receivable and similar income (10)
	13.	Amounts written off investments
	14.	Interest payable and similar expenses (11)
	15.	Tax on profit or loss ...
	16.	Profit or loss ... after taxation
	17.	. . .
	18.	. . .
	19.	. . .
	20.	. . .
	21.	Other taxes not shown under the above items
	22.	Profit or loss for the financial year before members' remuneration and profit shares

(Format 1, items 2, 4 and 5.)

These items must be stated after taking into account any necessary provisions for depreciation or diminution in value of assets.

(10)	Income from other fixed asset investments: other interest receivable and similar income

(Format 1, items 9 and 10; Format 2, items 11 and 12.)

Income and interest derived from group undertakings must be shown separately from income and interest derived from other sources. Interest receivable from members must not be included under this item.

(11)	Interest payable and similar charges

(Format 1, item 12; Format 2, item 14.)

The amount payable to group undertakings must be shown separately. Interest payable to members must not be included under this item.

(12)	Format 1

The amount of any provisions for depreciation and diminution in value of tangible and intangible fixed assets falling to be shown under item 7(a) in Format 2 must be disclosed in a note to the accounts in any case where the profit and loss account is prepared using Format 1.

Editorial notes