17.—(1) Sections 441 to 444 M1 apply to LLPs, modified so that they read as follow—
[F1441.—(1) The designated members of an LLP must deliver to the registrar for each financial year the accounts and auditor’s report required by—
section 444 (filing obligations of LLPs subject to small LLPs regime),
section 445 (filing obligations of medium-sized LLPs), or
section 446 (filing obligations of large LLPs).
(2) This is subject to section 448A (dormant subsidiary LLPs exempt from obligation to file accounts).]
442.—(1) This section specifies the period allowed for the designated members of an LLP to comply with their obligation under section 441 to deliver accounts and the auditor's report for a financial year to the registrar. This is referred to in this Act as the “period for filing” those accounts and that report.
(2) The period is nine months after the end of the relevant accounting reference period. This is subject to the following provisions of this section.
(3) If the relevant accounting reference period is the LLP's first and is a period of more than twelve months, the period is—
(a)nine months from the first anniversary of the incorporation of the LLP, or
(b)three months after the end of the accounting reference period,
whichever last expires.
(4) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the LLP under section 392 (alteration of accounting reference date), the period is—
(a)that applicable in accordance with the above provisions, or
(b)three months from the date of the notice under that section,
whichever last expires.
(5) [F2Subject to subsection (5A), if] for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an LLP extend that period by such further period as may be specified in the notice.
[F3(5A) Any such extension must not have the effect of extending the period for filing to more than twelve months after the end of the relevant accounting reference period.]
(6) In this section “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.
443.—(1) This section applies for the purposes of calculating the period for filing an LLP's accounts and auditor's report which is expressed as a specified number of months from a specified date or after the end of a specified previous period.
(2) Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period.
(3) If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date).
(4) If—
(a)the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and
(b)the appropriate month is February,
the period ends with the last day of February.
(5) “The appropriate month” means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls.
444.—(1) The designated members of an LLP subject to the small LLPs regime—
(a)must deliver to the registrar for each financial year a copy of [F4the balance sheet] drawn up as at the last day of that year, and
(b)may also deliver to the registrar a copy of the LLP's profit and loss account for that year.
(2) [F5Where the designated members deliver to the registrar a copy of the LLP’s profit and loss account under subsection (1)(b), the] designated members must also deliver to the registrar a copy of the auditor's report on the accounts that they deliver. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
[F6(2A) Where the balance sheet or profit and loss account is abridged pursuant to paragraph 1A of Schedule 1 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912), the designated members must also deliver to the registrar a statement by the LLP that all the members of the LLP have consented to the abridgement.]
(3) The copies of accounts and auditors' reports delivered to the registrar must be copies of the LLP's annual accounts and auditor's reportF7....
F8(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) Where the designated members of an LLP subject to the small LLPs regime F9... do not deliver to the registrar a copy of the LLP's profit and loss account, the copy of the balance sheet delivered to the registrar must contain in a prominent position a statement that the LLP's annual accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.
[F10(5A) Subject to subsection (5C), where the designated members of an LLP subject to the small LLPs regime do not deliver to the registrar a copy of the LLP’s profit and loss account—
(a)the copy of the balance sheet delivered to the registrar must disclose that fact, and
(b)unless the LLP is exempt from audit and the members have taken advantage of that exemption, the notes to the balance sheet delivered must satisfy the requirements in subsection (5B).
(5B) Those requirements are that the notes to the balance sheet must—
(a)state whether the auditor’s report was qualified or unqualified,
(b)where that report was qualified, disclose the basis of the qualification (reproducing any statement under section 498(2)(a) or (b) or (3), if applicable),
(c)where that report was unqualified, include a reference to any matters to which the auditor drew attention by way of emphasis, and
(d)state—
(i)the name of the auditor and (where the auditor is a firm) the name of the person who signed the auditor’s report as senior statutory auditor, or
(ii)if the conditions in section 506 (circumstances in which names may be omitted) are met, that a determination has been made and notified to the Secretary of State in accordance with that section.
(5C) Subsection (5A) does not apply in relation to an LLP if—
(a)the LLP qualifies as a micro-entity (see sections 384A and 384B) in relation to a financial year, and
(b)the LLP’s accounts are prepared for that year in accordance with any of the micro-entity provisions.]
(6) The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the members.
(7) The copy of the auditor's report delivered to the registrar under this section must—
(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.”
(2) Until section 1068 comes fully into force, for subsections (6) and (7) of section 444 as applied to LLPs by paragraph (1) substitute—
“(6) The copy of the balance sheet delivered to the registrar under this section must—
(a)state the name of the person who signed it on behalf of the members under section 414, and
(b)be signed on behalf of the members by a designated member.
(7) The copy of the auditor's report delivered to the registrar under this section must—
(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and
(b)be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,
or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.”
Textual Amendments
F1Words in reg. 17 substituted (with application in accordance with reg. 2 of the amending S.I.) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 20(6)
F2Words in reg. 17 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), 12(2)(a)
F3Words in reg. 17 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), 12(2)(b)
F4Words in reg. 17 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), 12(3)(a)
F5Words in reg. 17 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), 12(3)(b)
F6Words in reg. 17 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), 12(3)(c)
F7Words in reg. 17 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 12(3)(d)
F8Words in reg. 17 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 12(3)(e)
F9Words in reg. 17 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 12(3)(f)
F10Words in reg. 17 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), 12(3)(g)
Marginal Citations
M1Section 441 was amended by regulation 6(6), and section 444 by regulation 12, of S.I. 2008/393.
18.—(1) Section 445 M2 applies to LLPs, modified so that it reads as follows—
445.—(1) The designated members of an LLP that qualifies as a medium-sized LLP in relation to a financial year (see sections 465 to 467) must deliver a copy of the LLP's annual accounts to the registrar.
(2) They must also deliver to the registrar a copy of the auditor's report on those accounts. [F11This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.]
F12(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F12(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the members.
(6) The copy of the auditor's report delivered to the registrar under this section must—
(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.
(7) This section does not apply to LLPs within section 444 (filing obligations of LLPs subject to the small LLPs regime).”
(2) Until section 1068 comes fully into force, for subsections (5) and (6) of section 445 as applied to LLPs by paragraph (1) substitute—
“(5) The copy of the balance sheet delivered to the registrar under this section must—
(a)state the name of the person who signed it on behalf of the members under section 414, and
(b)be signed on behalf of the members by a designated member.
(6) The copy of the auditor's report delivered to the registrar under this section must—
(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and
(b)be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,
or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.”
Textual Amendments
F11Words in reg. 18 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), 13(2)(a)
F12Words in reg. 18 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 13(2)(b)
Marginal Citations
M2Section 445 was amended by regulation 6(8) of S.I. 2008/393 in manner not relevant to these Regulations.
19.—(1) Section 446 M3 applies to LLPs, modified so as to read as follows—
446.—(1) The designated members of an LLP that does not qualify as small or medium-sized must deliver to the registrar for each financial year of the LLP a copy of the LLP's annual accounts.
(2) The designated members must also deliver to the registrar a copy of the auditor's report on those accounts. [F13This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.]
(3) The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the members.
(4) The copy of the auditor's report delivered to the registrar under this section must—
(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.
(5) This section does not apply to LLPs within—
(a)section 444 (filing obligations of LLPs subject to the small LLPs regime), or
(b)section 445 (filing obligations of medium-sized LLPs).”
(2) Until section 1068 comes fully into force, for subsections (3) and (4) of section 446 as applied to LLPs by paragraph (1) substitute—
“(3) The copy of the balance sheet delivered to the registrar under this section must—
(a)state the name of the person who signed it on behalf of the members under section 414, and
(b)be signed on behalf of the members by a designated member.
(4) The copy of the auditor's report delivered to the registrar under this section must—
(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and
(b)be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,
or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section.”
Textual Amendments
F13Words in reg. 19 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), 14(2)
Marginal Citations
M3Section 446 was amended by regulation 6(9) of S.I. 2008/393 in manner not relevant to these Regulations.
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 an EEA State.
(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—
[F15(i)the provisions of Directive 2013/34/EU of 26 June 2013 on the annual financial statements etc. of certain types of undertakings, 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—
[F16(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)if the parent undertaking is incorporated in the United Kingdom, its registered number (if any),
(c)if the parent undertaking is incorporated outside the United Kingdom and registered in the country in which it is incorporated, the identity of the register on which it is registered and the number with which it is so registered,
(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.”.]
Textual Amendments
F14Reg. 19A inserted (with application in accordance with reg. 2 of the amending S.I.) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 20(7)
F15Words in reg. 19A 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), 15(2)
F16Words in reg. 19A 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), 15(3)
F1720. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F17Reg. 20 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 16(1)
F1821. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F18Reg. 21 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 16(1)
22.—(1) Sections 451 to 453 apply to LLPs, modified so that they read as follow—
451.—(1) If the requirements of section 441 (duty to file accounts and auditor's report) are not complied with in relation to an LLP's accounts for a financial year and the auditor's report on those accounts before the end of the period for filing those accounts and that report, every person who immediately before the end of that period was a designated member of the LLP commits an offence.
(2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that those requirements would be complied with before the end of that period.
(3) It is not a defence to prove that the documents in question were not in fact prepared as required by this Part.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
452.—(1) If—
(a)the requirements of section 441 (duty to file accounts and auditor's report) are not complied with in relation to an LLP's accounts for a financial year and the auditor's report on those accounts before the end of the period for filing those accounts and that report, and
(b)the designated members of the LLP fail to make good the default within 14 days after the service of a notice on them requiring compliance,
the court may, on the application of any member or creditor of the LLP or of the registrar, make an order directing the designated members (or any of them) to make good the default within such time as may be specified in the order.
(2) The court's order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the members.
453.—(1) Where the requirements of section 441 are not complied with in relation to an LLP's accounts for a financial year and the auditor's report on those accounts before the end of the period for filing those accounts and that report, the LLP is liable to a civil penalty. This is in addition to any liability of the designated members under section 451.
(2) Regulations 1(3) and 4(2) and (3) of the Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 (S.I. 2008/497) apply to LLPs with the following modifications—
(a)references to a company or private company include references to an LLP;
(b)references to 6th April 2008 are to be read as references to 1st October 2008; and
(c)the second column of the table in regulation 4(2) (penalties for public companies) is omitted.
(3) The penalty may be recovered by the registrar and is to be paid into the Consolidated Fund.
(4) It is not a defence in proceedings under this section to prove that the documents in question were not in fact prepared as required by this Part.”
(2) At the end of regulation 6(3) of the Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 M4 insert “, but paragraph (1) does not apply to accounts or reports for financial years beginning on or after 1st October 2008.”
Marginal Citations