The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016
| Jurisdiction | UK Non-devolved |
| Citation | SI 2016/575 |
2016 No. 575
Limited Liability Partnerships
Partnership
Companies
The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016
Made 10th May 2016
Coming into force in accordance with regulation 2(1)
The Secretary of State is a Minister designated1for the purposes of section 2(2) of the European Communities Act 19722in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation, and in relation to auditors and the audit of accounts.
The Secretary of State makes the following Regulations in exercise of the powers conferred by section 2(2) of that Act, sections 15 and 17 of the Limited Liability Partnerships Act 20003and section 396(3) of the Companies Act 20064.
In accordance with paragraph 2(2) of Schedule 2 to the European Communities Act 19725, section 17(4) and (5)(b) of the Limited Liability Partnerships Act 20006and sections 473(3) and 1290 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
Introduction
Citation and interpretation
1.—(1) These Regulations may be cited as the Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016.
(2) In these Regulations—
“the Act” means the Companies Act 20067;
“the Large and Medium-sized Companies Accounts Regulations” means the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 20088;
“the Small Companies Accounts Regulations” means the Small Companies and Groups (Accounts and Directors’ Report) Regulations 20089;
“the 2008 Regulations” means the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 200810; and
“LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000.
Commencement and application
2.—(1) These Regulations come into force on the seventh day after the day on which they are made.
(2) The amendments made by Parts 2 to 4 of these Regulations (other than regulations 26, 46 and 62) have effect in relation to—
(a)
(a) financial years beginning on or after 1st January 2016; and
(b)
(b) a financial year of an LLP beginning on or after 1st January 2015, but before 1stJanuary 2016, if—
(i) the members of the LLP so decide; and
(ii) a copy of the LLP’s accounts for that financial year has not been delivered to the registrar in accordance with section 444, 445 or 446 of the Act as applied to LLPs by the 2008 Regulations11(filing obligations of LLPs subject to small LLPs regime, of medium-sized LLPs and of large LLPs) before the date on which these Regulations come into force.
(3) But where—
(a)
(a) by virtue of paragraph (2)(b), the amendments made by Parts 2 to 4 of these Regulations have effect in relation to a financial year beginning on or after 1st January 2015, but before 1st January 2016, and
(b)
(b) as a result the LLP qualifies as a small LLP in relation to that year,
the LLP is not exempt from the requirements of the Act as applied to LLPs by the 2008 Regulations relating to the audit of annual accounts for that year if the LLP would not have been so exempt had the amendments not had effect in relation to that year.
(4) In determining whether an LLP or group qualifies as small or medium-sized under section 382(2), 383(3), 465(2) or 466(3) of the Act as applied to LLPs by the 2008 Regulations12(qualification in relation to subsequent financial year by reference to circumstances in preceding financial years) in relation to a financial year in relation to which the amendments made by Parts 2 to 4 of these Regulations have effect, the LLP or group is to be treated as having qualified as small or medium-sized (as the case may be) in any previous year in which it would have so qualified if amendments to the same effect as the amendments made by Parts 2 to 4 of these Regulations had had effect in relation to that previous year.
(5) Notwithstanding paragraph (2), the members of an LLP cannot take advantage of section 410(2) of the Act as applied to LLPs by the 2008 Regulations13(information about related undertakings: alternative compliance) in relation to annual accounts of the LLP approved, pursuant to section 414 of the Act as applied to LLPs by the 2008 Regulations14, on or after 1st July 2016.
(6) The amendment made by regulation 63 has effect in relation to—
(a)
(a) financial years beginning on or after 1st January 2016; and
(b)
(b) a financial year of a qualifying partnership (within the meaning given by regulation 315of the Partnerships (Accounts) Regulations 200816) beginning on or after 1st January 2015, but before 1st January 2016, if—
(i) the partners so decide; and
(ii) no copy of the qualifying partnership’s accounts for that financial year has been delivered to the registrar in accordance with regulation 5(1) of those Regulations (delivery of accounts of qualifying partnerships to registrar etc.) before the date on which these Regulations come into force.
(7) The amendment made by regulation 66 has effect in relation to—
(a)
(a) financial years beginning on or after 1st January 2016; and
(b)
(b) a financial year of a company beginning on or after 1st January 2015, but before 1st January 2016, if—
(i) the directors of the company have decided, pursuant to regulation 2(2)(b) of the Companies, Partnerships and Groups (Accounts and Reports) Regulations 201517, that the amendments made by those Regulations have effect in relation to that financial year; and
(ii) a copy of the company’s accounts for that financial year has not been delivered to the registrar in accordance with section 44518, 44619or 44720of the Act (filing obligations of medium-sized companies, of unquoted companies and of quoted companies) before the date on which these Regulations come into force.
PART 2
Amendments to the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
Amendments to the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
3.—(1) The 2008 Regulations are amended in accordance with this Part.
(2) Any reference in this Part to a numbered section is a reference to the section so numbered in the Act as applied to LLPs by the 2008 Regulations.
Scheme of Part 15 of the Companies Act 2006 as applied to LLPs
4.—(1) Regulation 4 (scheme of Part 15 as applied to LLPs) is amended as follows.
(2) In section 380 (scheme of Part 15), omit subsections (3) and (4).
LLPs subject to the small LLPs regime
5.—(1) Regulation 5 (LLPs subject to the small LLPs regime) is amended as follows.
(2) In section 382 (LLPs qualifying as small: general)—
(a)
(a) after subsection (1) insert—
“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.”;
(b)
(b) for subsection (2) substitute—
“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.”; and
(c)
(c) in the table in subsection (3)—
(i) in item 1 (turnover), for “Not more than £6.5 million” substitute “Not more than £10.2 million”; and
(ii) in item 2 (balance sheet total), for “Not more than £3.26 million” substitute “Not more than £5.1 million”.
(3) In section 383 (LLPs qualifying as small: parent LLPs)—
(a)
(a) after subsection (2) insert—
“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.”;
(b)
(b) for subsection (3) substitute—
“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.”; and
(c)
(c) in the table in subsection (4)—
(i) in item 1 (aggregate turnover), for “Not more than £6.5 million net (or £7.8 million gross)” substitute “Not more than £10.2 million net (or £12.2 million gross)”; and
(ii) in item 2 (aggregate balance sheet total), for “Not more than £3.26 million net (or £3.9 million gross)” substitute “Not more than £5.1 million net (or £6.1 million gross)”.
(4) In section 384 (LLPs excluded from the small LLPs regime)—
(a)
(a) in subsection (1)—
(i) omit “is, or”; and
(ii) for paragraph (a) substitute—
“(a)
“(a) a traded LLP,”; and
(b)
(b) for subsection (2)(a) substitute—
“(a)
“(a) a traded company,”.
LLPs qualifying as micro-entities
6. After regulation 5 (LLPs subject to the small LLPs regime), insert the following—
“LLPs qualifying as micro-entities
5A. Sections 384A and 384B21apply to LLPs, modified so that they read as follows—
“(384A) 384A LLPs qualifying as micro-entities
(1)
(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)
(2) Subject to subsection (3), an LLP...
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