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

JurisdictionUK Non-devolved
CitationSI 2008/1911

2008No. 1911

LIMITED LIABILITY PARTNERSHIPS

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

17thJuly2008

1stOctober2008

CONTENTS

PART 1

GENERAL INTRODUCTORY PROVISIONS

1. Citation and commencement

2. Application

3. Interpretation

4. Scheme of Part 15 as applied to LLPs

PART 2

LLPs QUALIFYING AS SMALL

5. LLPs subject to the small LLPs regime

PART 3

ACCOUNTING RECORDS

6. LLP's accounting records

PART 4

FINANCIAL YEARS

7. An LLP's financial year

PART 5

ANNUAL ACCOUNTS

8. Annual accounts to give true and fair view

9. Individual accounts

10. Group accounts

11. Information to be given in notes to accounts

12. Approval and signing of accounts

PART 6

PUBLICATION OF ACCOUNTS AND AUDITOR'S REPORT

13. Publication of accounts and auditor's report

14. Default in sending out copies of accounts and auditor's report

15. Right of member or debenture holder to copies of accounts and auditor's report

16. Requirements in connection with publication of accounts and auditor's report

PART 7

FILING OF ACCOUNTS AND AUDITOR'S REPORT

17. Duty to file accounts and reports

18. Filing obligations of medium-sized LLPs

19. Filing obligations of large LLPs

20. Requirements where abbreviated accounts delivered

21. Approval and signing of abbreviated accounts

22. Failure to file accounts and auditor's report

PART 8

REVISION OF DEFECTIVE ACCOUNTS

23. Revision of defective accounts

24. Disclosure of information

PART 9

ACCOUNTS: SUPPLEMENTARY PROVISIONS

25. Accounting standards

26. Medium-sized LLPs

27. General power to make further provision about accounts

28. Other supplementary provisions

29. Meaning of "annual accounts"

30. Notes to the accounts

31. Parliamentary procedure for regulations under section 468

32. Minor definitions

PART 10

AUDIT REQUIREMENT

33. Requirement for audited accounts

34. Exemption from audit: small LLPs

35. Exemption from audit: dormant LLPs

PART 11

APPOINTMENT OF AUDITORS

36. Appointment of auditors

37. Fixing of auditor remuneration

38. Disclosure of auditor remuneration

PART 12

FUNCTIONS OF AUDITOR

39. Auditor's report

40. Duties and rights of auditors

41. Signature of auditor's report

42. Offences in connection with auditor's report

PART 13

REMOVAL, RESIGNATION, ETC OF AUDITORS

43. Removal, resignation, etc of auditors

44. Rights of auditor removed from office

45. Rights of auditor not re-appointed

46. Auditor statements

PART 14

LLP AUDIT: SUPPLEMENTARY PROVISIONS

47. Minor definitions

PART 15

STATUTORY AUDITORS

48. Extension of Part 42

PART 16

OFFENCES

49. Liability of member in default

50. General provisions

PART 17

LLPs: SUPPLEMENTARY AND INTERPRETATION

51. Courts and legal proceedings

52. Meaning of "undertaking" and related expressions

53. Meaning of "dormant"

54. Requirements of this Act

55. Minor definitions

56. Regulations

57. Regulations

PART 18

FINAL PROVISIONS

58. Revocation and transitional provisions

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 1 and sections 1210(1)(h) and 1292(2) of the Companies Act 2006 2.

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 3 or the Companies (Northern Ireland) Order 1986 4 as applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 5 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 6.

(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 formed under the Limited Liability Partnerships Act 2000 or the Limited Liability Partnerships Act (Northern Ireland) 2002 7.

(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 8 or the Insolvency (Northern Ireland) Order 1989 9 are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 10 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 11.

Scheme of Part 15 as applied to LLPs

4.Section 380 applies to LLPs, modified so that it reads as follows-

Scheme of this Part

380.-

(1) The requirements of this Part as to accounts and auditors' reports apply in relation to each financial year of an LLP.

(2) In certain respects different provisions apply to different kinds of LLP.

(3) The main distinctions for this purpose are between LLPs subject to the small LLPs regime (see section 381) and LLPs that are not subject to that regime.

(4) In this Part, where provisions do not apply to all kinds of LLP, provisions applying to LLPs subject to the small LLPs regime appear before the provisions applying to other LLPs.

PART 2

LLPs QUALIFYING AS SMALL

LLPs subject to the small LLPs regime

5.Sections 381 to 384 12 apply to LLPs, modified so that they read as follows-

LLPs subject to the small LLPs regime

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).

LLPs qualifying as small: general

382.-

(1) An LLP qualifies as small in relation to its first financial year if the qualifying conditions are met in that year.

(2) An LLP qualifies as small in relation to a subsequent financial year-

(a) if the qualifying conditions are met in that year and the preceding financial year;(b) if the qualifying conditions are met in that year and the LLP qualified as small in relation to the preceding financial year;(c) if the qualifying conditions were met in the preceding financial year and the LLP qualified as small in relation to that year.

(3) The qualifying conditions are met by an LLP in a year in which it satisfies two or more of the following requirements-

1.

Turnover

Not more than £6.5 million

2.

Balance sheet total

Not more than £3.26 million

3.

Number of employees

Not more than 50

(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...

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