Guidance

Filing LLP accounts at Companies House

Updated 6 June 2022

1. Accounting reference dates

1.1 An LLP financial year

A financial year is usually a 12 month period for which you prepare accounts. Every LLP must prepare accounts that report on the performance and activities of the LLP during the financial year. Your financial year starts on the day after the previous financial year ended or, in the case of a new LLP, on the day of incorporation.

Financial years are determined by reference to an accounting reference period that ends on a specified date known as the accounting reference date (ARD).

You may choose to make up your accounts to the accounting reference date or a date up to seven days either side of it.

1.2 How to determine an LLP’s ARD

For all newly formed LLPs, their first accounting reference date will be the last day of the month in which the anniversary of their incorporation falls. Subsequent accounting reference dates will automatically fall on the same date each year.

For example, if your LLP was incorporated on 6 April 2016 its first accounting reference date would be 30 April 2017 and 30 April for every year thereafter.

1.3 How to change an LLP’s ARD

You can change the current or the immediately previous accounting reference date to extend or shorten the period.

To do this you must notify Companies House of a change of accounting reference date. You can do this using our online filing service, software filing, or by sending form LL AA01 to Companies House.

You must submit an acceptable change of accounting reference date before the filing deadline of the accounts for the period that you wish to change. In other words, if accounts for a particular accounting reference period become overdue, it is too late to change the accounting reference date.

LLPs have 9 months to submit their accounts to Companies House after the end of each accounting reference period. The period allowed for submitting an LLP’s first accounts and for changing its accounting reference date is different and we explain this in our guidance on first accounting periods.

1.4 Restrictions on changing the ARD

You may change an accounting reference date by shortening an accounting reference period as often as you like and by as many months as you like.

However, there are restrictions on extending accounting reference periods.

You may not extend a period so that it lasts more than 18 months from the start date of the accounting period, unless the LLP is in administration.

You may not extend more than once in 5 years unless:

• the LLP is in administration
• the Secretary of State has approved this
• the LLP is aligning its accounting reference date with that of a subsidiary or parent undertaking under the law of the UK

There are no additional restrictions when changing your LLP’s first ARD. You should note that when you extend your first accounting period to the maximum 18 months, you must count the date of incorporation as the first day of the period. Many companies make the mistake of simply adding 6 months to the end of the period, which can in some cases extend the period beyond 18 months and lead to the application being rejected.

2. Accounting Records

Every LLP must keep accounting records, whether they are trading or not. These must contain:

• entries showing all money received and expended by the LLP
• a record of the assets and liabilities of the LLP

Also, if your LLP’s business involves dealing in goods, the records must contain:

• statements of stock held by the LLP at the end of each financial year
• all statements of stock takings from which you have taken or prepared any statements of stock
• statements of all goods sold and purchased, other than by ordinary retail trade. This should list the goods, the buyers and sellers

Parent entities must ensure that any subsidiary undertaking keeps sufficient accounting records so that the parent entity can prepare accounts that comply with the Companies Act or UK adopted International Accounting Standards.

2.1 Where to keep your LLP’s accounting records

An LLP must keep its accounting records at its registered office address or a place that the members think suitable. The records must be open to inspection by the LLP’s members at all times.

If the LLP holds the records at a place outside of the UK, it must send accounts and returns at least every six months and keep them in the UK. Those accounts and returns must disclose the financial position and enable the members to prepare accounts that comply with the requirements of the Companies Act, including where the accounts are prepared using UK adopted International Accounting Standards.

2.2 Length of time that accounting records must be kept

LLPs must keep accounting records for 3 years from the date they were made.

3. Accounts for your members

The members of every LLP must prepare accounts for each financial year. These are called individual accounts. A parent entity must also prepare group accounts (but for parents that qualify as small this is optional).

A dormant LLP that is also a subsidiary may be able to claim exemption from the preparation or filing of its accounts under certain circumstances. This is covered in our guidance on audit requirements and exemptions.

3.1 Contents of your LLP’s accounts

Generally, accounts must include:

• a profit and loss account (or income and expenditure account if the LLP is not trading for profit)
• a strategic report (if appropriate)
• a balance sheet signed by a member on behalf of the board and the printed name of that member
• notes to the accounts
• group accounts (if appropriate)

And accounts must generally be accompanied by an auditors’ report stating the name of the auditor and signed and dated by them (unless the LLP is exempt from audit).

There is no requirement for LLPs to use a professional accountant to prepare their accounts. However, members should be aware of their legal responsibilities regarding accounts and if they are uncertain about the requirements they may consider seeking professional advice.

3.2 Sending accounts to your LLP’s members

Every LLP must send a copy of its annual accounts for each financial year to:

• every member of the LLP
• every holder of the LLP’s debentures
• every person who is entitled to receive notice of general meetings

This will not apply to certain dormant subsidiary LLPs that are exempt from preparing accounts. This is covered in our guidance on audit requirements and exemptions.

3.3 Approving and signing accounts

The LLP’s members must approve the accounts:

• a member must sign the balance sheet and print their name, with any exemptions statements appearing above their signature
• if the LLP has to attach an auditor’s report to the accounts, the report must include the auditor’s signature and their name must be printed
• Where the auditor is a firm the auditor’s report must state the name of the auditor and the name of the person who signed it as senior statutory auditor on behalf of the firm.

4. Accounts for Companies House

4.1 LLP accounts

All LLPs must file their accounts at Companies House. You must file a copy of the accounts that you have already prepared.

Small LLPs and micro-entities can prepare an abridged version of their accounts with less detail, by omitting certain balance sheet items.

Qualifying dormant LLPs can deliver even simpler annual accounts to Companies House.

Companies House cannot give technical advice on your accounts. We can only give general guidance, not technical advice on specific accounting or legal issues. Your accounts are subject to legal requirements, and we’re not qualified to give specialist advice. You should consider consulting an accountant if you need this sort of advice.

4.2  LLP accounts strategic report

Some LLPs are required to produce one or both of the following narrative reports.

Energy and carbon report

The energy and carbon report must be prepared and filed by large LLPs in reports for financial years starting on or after 1 April 2019.

Strategic report

For financial years beginning on or after 6 April 2020, a strategic report must be prepared and filed by any LLP that issues transferable securities that are admitted to trading on a regulated market, or is a credit institution within the meaning given for the purpose of the PRA’s regulation of banks and building societies in the UK.

It is comparable to the strategic report for unquoted companies. You can also search the Financial Reporting Council website for more advice on strategic reports.

4.3 Filing your accounts with other parts of government

You are required to file you LLP’s accounts at Companies House in accordance with the Companies Act 2006. If applicable, you must still file with other regulatory bodies according to their requirements and filing deadlines. For further information about the requirements of other government organisations please contact the relevant organisation.

5. Deadlines for filing accounts

Unless you are filing your LLP’s first accounts (see below) the time normally allowed for delivering accounts to Companies House is 9 months from the accounting reference date.

Please be aware of the definition of a period of months in connection with filing accounts. A period of months after a given date ends on the corresponding date in the appropriate month.

For example an LLP with an accounting reference date of 4 April has until midnight on 4 January of the following year to deliver its accounts, not 31 January.

This does not apply if your accounting reference date is the last day of the month. In this case the period allowed for filing accounts would end with the last day of the appropriate month.

For example an LLP with an accounting reference date of 30 April has until midnight on 31 January of the following year to deliver its accounts, not 30 January.

If a filing deadline falls on a Sunday or Bank Holiday, the law still requires you to file the accounts by that date. To avoid a penalty, please ensure that you send acceptable accounts in time to arrive before the deadline.

It’s the date that you deliver acceptable accounts which meet the relevant legal requirements to Companies House that is important, not the date that you sent the accounts.

See our office access and opening times.

5.1 Deadlines for filing your LLP’s first accounts

If you are filing your LLP’s first accounts and those accounts cover a period of more than 12 months, you must deliver them to Companies House:

• within 21 months of the date of incorporation
• 3 months from the accounting reference date, whichever is longer

The deadline for delivery to Companies House is calculated to the exact day.

For example, an LLP incorporated on 1 January 2015 with an accounting reference date of 31 January has until midnight on 1 October 2016 (21 months from the date of incorporation) to deliver its accounts, not 31 October.

If the first accounts cover a period of 12 months or less, the normal times allowed for delivering accounts apply.

5.2 Deadline for filing your LLP’s accounts if you have shortened your account period

When an LLP shortens its accounting period, the new filing deadline will be the longer of the following two options;

• 9 months from the new accounting reference date
• 3 months from the date of receipt of the notice (change of accounting reference date – form LL AA01)

5.3 Applying for extra time to file your accounts

You can apply to extend your filing deadline if an unplanned event stops you from filing your accounts.

Find out how to apply for more time to file your accounts.

6. Penalties for failing to file accounts

6.1 Late filing of accounts

Failure to deliver accounts on time is a criminal offence. In addition, the law imposes a civil penalty for late filing of accounts on the LLP. The amount of the penalty depends on how late the accounts arrive as shown in the table below:

Length of period	Penalty
Not more than 1 month	£150
More than 1 month but not more than 3 months	£375
More than 3 months but not more than 6 months	£750
More than 6 months	£1,500

Further information is available in our guide on late filing penalties.

6.2 Consequences for failing to submit accounts to Companies House

If the registrar believes that an LLP is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the LLP, including its bank account and property, generally become the property of the Crown.

Failure to deliver documents is a criminal offence. All the designated members of the company risk prosecution. On conviction, a designated member could end up with a criminal record and a potentially unlimited fine for each offence. This is separate from the civil penalty imposed on the LLP for late filing of accounts.

7. How to file your accounts at Companies House

7.1 Filing your accounts online

There are a variety of software providers which also offer a range of accounting packages which may be used for the preparation and filing of accounts. Most types of accounts can be software filed, depending on the functionality of the software package that you are using.

Read about our list of software filing packages currently available.

7.2 Filing your accounts on paper

You may still send a paper copy of your LLP’s accounts to Companies House. If filing your accounts on paper it is crucial that you get your accounts to us well before the filing deadline as you will not be given any extra time if they are rejected.

The LLP name and number must appear on one of the composite documents of the accounts, typically on the balance sheet. The name and number may also be shown on any cover sheet delivered with the accounts. Additionally, the copy of your LLP’s accounts that you file must meet the following requirements:

• the copy of the balance sheet must show the printed name of the member who signed it on behalf of the board
• the copy of the balance sheet must also be signed by a member
• if the LLP has to attach an auditor’s report to the accounts, the copy of the auditor’s report must state the auditor’s name

Please note that a legible signature on a balance sheet will not satisfy the additional requirement for a printed name. Companies House will reject any accounts that do not meet the above requirements.

Where the auditor is a firm the auditor’s report must state the name of the auditor and the name of the person who signed it as senior statutory auditor on behalf of the firm. For more details, including on circumstances in which auditor’s names may be omitted, please see our guidance on Auditors.

7.3 Filing your accounts in a language other than English

If you prepare accounts in a language other than English, you must also send with them a certified translation into English.

If the registered office of the LLP is situated in Wales, you need only send the Welsh accounts if you so choose.

LLPs may also send voluntary certified translations. You may only send certified voluntary translations in an official language of the EU and you must also send with them with a completed form VT01.

8. Micro-entity accounts

LLPs are able to prepare micro-entity accounts for periods beginning on or after 01/01/2015 Within the small LLP classification there is a sub-set called a micro-entity, which is applicable to very small LLPs. There are thresholds for turnover, balance sheet total (meaning the total of the fixed and current assets) and the average number of employees, which determine whether your LLP is a micro-entity, small or medium-sized.

Any LLPs that do not meet the criteria for micro-entities, small or medium are large LLPs and will have to prepare and submit full accounts.

Micro-entities can prepare and file a balance sheet with a reduced set of information than that required by a small, medium or large LLP. Additionally, a micro-entity will be able to benefit from the exemptions available to small LLPs such as exemption from audit and the requirement to file a profit and loss account at Companies House.

Micro-entities still need to send accounts to their members as well as filing them at Companies House.

If you think your LLP qualifies as a micro-entity, you may wish to consult a professional accountant before you prepare micro-entity accounts.

8.1 Conditions to qualify as a micro-entity

A micro-entity must meet at least 2 of the following conditions:

• turnover must be not more than £632,000
• the balance sheet total must be not more than £316,000
• the average number of employees must be not more than 10

8.2 Qualifying as a micro-entity every year

Generally, an LLP qualifies as a micro-entity in its first financial year if it fulfils the conditions in that year. In any subsequent years an LLP must fulfil the conditions in that year and the year before.

However, if an LLP which qualified as a micro-entity in one year no longer meets the criteria in the next year, it may continue to claim the exemptions available in the next year.

If that LLP then reverts back to being a micro-entity by meeting the criteria in the following year, the exemption will continue uninterrupted.

8.3 Contents of micro-entity accounts

A micro-entity is required to prepare accounts that contain the following elements:

• A balance sheet, along with any footnotes
• A profit and loss account
• An auditors report, unless the LLP is claiming exemption from audit as small
• Any notes to the accounts

The balance sheet must contain a statement in a prominent position above the member’s signature and printed name that the accounts have been prepared in accordance with the micro-entity provisions. This statement should appear in the original accounts as well as the copy sent to Companies House.

8.4 Audit exemptions for micro-entities

A micro-entity may claim audit exemption as a small LLP. If it meets the qualification criteria for the exemption, it may submit unaudited accounts. See our guidance on audit exemptions for further information.

9. Small LLPs

There are 3 size classifications of LLP to consider when preparing your accounts: small, medium or large. Within the small LLP classification there is a sub-set called a micro-entity, which is applicable to very small LLPs.

There are thresholds for turnover, balance sheet total (meaning the total of the fixed and current assets) and the average number of employees, which determine whether your LLP is small or medium-sized.

Any LLPs that do not meet the criteria for micro-entities, small or medium are large LLPs and will have to prepare and submit full accounts.

A small LLP can prepare and submit accounts according to special provisions in the Companies Act 2006 and the relevant regulations. This means that they can choose to disclose less information than medium-sized and large LLPs.

If you think your LLP qualifies as small, you may wish to consult a professional accountant before you prepare accounts in accordance with the provisions applicable to small LLPs.

9.1 Conditions to qualify as a small LLP

For accounting periods beginning on or after 01/01/2016 a small LLP must meet at least 2 of the following conditions:

• annual turnover must be not more than £10.2 million
• the balance sheet total must be not more than £5.1 million
• the average number of employees must be not more than 50

For accounting periods beginning before 01/01/2016 the thresholds were:

• annual turnover must be not more than £6.5 million
• the balance sheet total must be not more than £3.26 million
• the average number of employees must be not more than 50

9.2 Entities that cannot prepare and submit small LLP accounts

An LLP cannot prepare and submit small LLP accounts if it is, or was at any time during the financial year, one of the following:

• an LLP whose securities are admitted to trading on a UK regulated market
• an LLP that:
  • is an authorised insurance company, a banking LLP, an e-money Issuer, a MiFID (i.e. Markets in Financial Instruments Directive) investment firm or a UCITS (i.e. Undertakings for Collective Instruments in Transferable Securities) management company
  • carries on insurance market activity
  • a member of an ineligible group

A group is ineligible if any of its members is:

• a public company
• a body corporate (other than a company) whose shares are admitted to trading on a UK regulated market
• a person (other than a small company) who has permission under Part IV of the Financial Services and Markets Act 2000 to carry on a regulated activity
• a small company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm or a UCITS management company
• a person who carries on insurance market activity

If you have any queries regarding financial services companies which are excluded from the small LLPs’ regime please contact the Financial Conduct Authority on their website.

9.3 Qualifying as a small LLP every year

Generally, an LLP qualifies as small in its first accounting period if it fulfils the conditions in that period. In any subsequent periods an LLP must fulfil the conditions in that period and the period before.

If an LLP which qualified as small in one period no longer meets the criteria in the next period, it may continue to claim the exemptions available for the next period. If that LLP then reverts back to being small by meeting the criteria for the following period, the exemption will continue uninterrupted.

9.4 Conditions to qualify as a small group

For accounting periods beginning on or after 01/01/2016 to qualify as small, a group headed by a parent LLP must meet at least two of the following conditions:

• aggregate turnover must be not more than £10.2 million
• the aggregate balance sheet total must be not more than £5.1 million
• the aggregate average number of employees must be not more than 50

For accounting periods beginning before 01/01/2016 the thresholds were:

• aggregate turnover must be not more than £6.5 million
• the aggregate balance sheet total must be not more than £3.26 million
• the aggregate average number of employees must be not more than 50

9.5 Contents of small LLP accounts

Generally, small LLP accounts prepared for members include:

• a profit and loss account
• a balance sheet, signed by a designated member on behalf of the board and the printed name of that designated member
• notes to the accounts
• group accounts (if a small parent LLP chooses to prepare them)

And they should be accompanied by an auditors report that includes the printed name of the registered auditor (unless the LLP qualifies for exemption from audit and takes advantage of that exemption).

The balance sheet must contain a statement in a prominent position above the designated member’s signature and printed name that the accounts have been prepared in accordance with the special provisions applicable to LLPs subject to the small LLP’ regime.

Small LLPs do not have to deliver a copy of the profit and loss account to Companies House. However, if they opt not to deliver a copy of the profit and loss account the LLP must state this on the balance sheet.

The requirements for small LLPs are set out in Parts 15 and 16 of the Companies Act 2006. Further information on the detailed format and content of accounts for small LLPs can be found in the relevant regulations.

9.6 Small LLP abridged accounts

The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 introduced the concept of abridged accounts.

Abridged accounts contain a balance sheet that contains a sub-set of the information that is included in a full balance sheet. Likewise, the profit and loss account may also contain a sub-set of the information that is included in a full profit and loss account.

LLPs must now prepare and file the same set of accounts for its members as for the public record. This means that an LLP will decide at the point they are preparing their accounts whether or not to abridge them (or to prepare micro entity accounts). Previously an LLP would prepare full accounts for its members and would then decide whether or not to abbreviate them for the public record.

If you opt to file an abridged balance sheet and/or profit & loss account then you must include a statement on the balance sheet that the members have agreed to the preparation of abridged accounts for this accounting period in accordance with section 444(2A).

Small LLPs preparing UK adopted International Accounting Standards accounts must deliver a full balance sheet to Companies House.

9.7 Small LLP abbreviated accounts

Abbreviated accounts cannot be prepared and filed for accounting periods beginning on or after 1 January 2016.

9.8 Other exemptions available to small LLPs

Small LLPs may also usually claim exemption from audit. If it meets the qualification criteria for the exemption, it may submit unaudited accounts. See our guidance on audit exemptions for further information.

A small LLP which has chosen to not file its profit and loss account may also opt not to file a copy of the auditor’s report on their accounts. In this case they must make the following disclosures in the notes to their accounts: the auditor’s name (if the auditor was a firm, the name of the senior statutory auditor), whether the auditor’s report was qualified or unqualified, and, if the report was qualified, what the qualification was.

9.9 Special rules for small groups

A parent LLP which qualifies as small need not prepare group accounts or submit them to Companies House if the group is small and not ineligible.

If you prepare group accounts they must contain a statement above the printed name and signature on the balance sheet, confirming that they are prepared in accordance with the provisions applicable to small LLPs.

10. Audit exemption for small LLPs and micro-entities

There is exemption from having an audit for certain small LLPs but only if they are eligible and wish to take advantage of it. If an LLP qualifies as a micro-entity then it also qualifies as a small LLP and therefore may also take advantage of these exemptions.

For accounting periods beginning on or after 01/01/2016 to qualify for audit exemption, an LLP must qualify as small, in relation to that financial year. In other words it must meet any 2 of the following:

• annual turnover must be not more than £10.2 million
• the balance sheet total must be not more than £5.1 million
• the average number of employees must be not more than 50

10.1 Requirements that a small company must comply with to claim audit exemption

If a small company qualifies for audit exemption, it may submit unaudited accounts to Companies House. In either case, the balance sheet must contain wording to the effect of the following statements above the director’s printed name and signature:

• For the year ending ………………(dd/mm/yyyy) the LLP was entitled to exemption from audit under section 477 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) relating to small LLPs.
• The members acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
• These accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime.”

11. Medium-sized LLP accounts

As with a small LLP, a medium-sized LLP is determined by its turnover, balance sheet total (meaning the total of the assets) and average number of employees. A medium-sized LLP can prepare accounts according to special provisions applicable to medium-sized LLPs. It can also choose to submit reduced information to Companies House.

If you think the LLP might qualify as medium-sized, you should consider consulting a professional accountant before you prepare accounts.

11.1 Conditions to qualify as a medium-sized LLP

To be a medium-sized LLP, you must meet at least 2 of the following conditions:

• annual turnover must be no more than £36 million
• the balance sheet total must be no more than £18 million
• the average number of employees must be no more than 250.

11.2 Entities that cannot prepare and submit medium-sized LLP accounts

An LLP is excluded from being treated as a medium-sized LLP if it is, or was at any time during the financial year, one of the following:

• an LLP whose securities are admitted to trading on a UK regulated market
• an LLP that:
  • has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity
  • carries on insurance market activity
  • a member of an ineligible group

A group is ineligible if any of its members is:

• a public company
• a body corporate (other than a company) whose shares are admitted to trading on a regulated market
• a person (other than a small company or small LLP) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity
• a small company or small LLP that is an authorised insurance company, a banking company or banking LLP, an e-money issuer, a MiFID (i.e. Markets in Financial Instruments Directive) investment firm or a UCITS (i.e. Undertakings for Collective Investment in Transferable Securities) management company
• a person who carries on insurance market activity

11.3 Qualifying as a medium-sized LLP every year

Generally, a LLP qualifies as ‘medium-sized’ in its first accounting period if it fulfils the conditions in that period. In any subsequent period an LLP must fulfil the conditions in that period and the period before.

However if an LLP which qualified as medium-sized in one period no longer meets the criteria in the next period, it may continue to claim the exemptions available for the following period. If the LLP then reverts back to being medium-sized by meeting the criteria the exemption will continue uninterrupted.

11.4 Contents of medium-sized LLP accounts

Medium-sized accounts must include:

• a profit and loss account
• a balance sheet, showing the printed name and signature of a designated member
• notes to the accounts
• group accounts (if appropriate)

And should be accompanied by an auditor’s report that includes the name of the registered auditor (unless the LLP is exempt from audit).

A medium-sized LLP must deliver all of the constituent parts of their accounts to Companies House.

11.5 Medium-sized groups

There are no special rules for medium-sized groups. A medium-sized parent LLP must prepare group accounts and submit them to Companies House.

12. Dormant LLP accounts

All limited LLPs, whether they trade or not, must deliver accounts to Companies House. However, a LLP is dormant if it has had no ‘significant accounting transactions’ during the accounting period. A significant accounting transaction is one which the LLP should enter in its accounting records. Dormant LLPs may claim exemption from audit in accordance with section 480 of the Companies Act 2006.

When determining whether a company is dormant you can disregard the following transactions:

• fees paid to the Registrar of Companies for a change of LLP name, the reregistration of an LLP and filing confirmation statements or annual returns
• payment of a civil penalty for late filing of accounts

12.1 Requirements a dormant LLP must comply with to claim audit exemption

A dormant LLP is exempt from having an audit for that financial year if it has been dormant since its formation, or:

• it has been dormant since the end of the previous financial year and it meets the following conditions:
• it is entitled to prepare individual accounts in accordance with the small LLPs regime
• it is not required to prepare group accounts
• it qualifies as a ‘small LLP’ in relation to that year, or would have qualified as small but for the fact that it is a member of an ineligible group

12.2 Contents of dormant LLP accounts

Dormant LLP accounts submitted to us do not need to include a profit and loss account. Unaudited dormant accounts are much simpler than those of a trading LLP but must contain:

• a balance sheet containing statements above the designated member’s signature and their printed name to the effect that the LLP was dormant throughout the accounting period
• any previous year’s figures for comparison - even though there are no items of income or expenditure for the current year
• certain notes to the balance sheet

The right to prepare a dormant balance sheet for filing at Companies House does not affect the LLP’s obligations to prepare full accounts for its members.

12.3 Requirements that a dormant LLP must comply with to claim audit exemption

If you submit your accounts to Companies House on paper, you must check that you have the following statements above the designated member’s signature and printed name:

• For the year ending ………………………. (dd/mm/yyyy) the LLP was entitled to exemption from audit under section 480 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit)(Application of Companies Act 2006) Regulations 2008) relating to dormant LLPs.
• The members acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. An LLP that qualifies as small should also include the following statement on the balance sheet:
• “These accounts have been prepared in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime”.

12.4 Deadlines to submit dormant accounts to Companies House

You have the same time allowed for filing as for other accounts, and the same penalties for late filing apply.

12.5 Dormant LLPs that start trading again

The LLP will cease to be exempt from audit as a dormant LLP if it:

• begins commercial or trading activities during the financial period
• would no longer qualify for some other reason, e.g. because there have been significant accounting transactions that need to be entered in its accounting records

If either of these happened, you might have to submit full accounts for the financial year in which the LLP ceased to be exempt, and the designated members might need to appoint auditors for the LLP. However, it may be that the LLP would qualify for exemptions as a small LLP.

12.6 Dormant subsidiary exemption from the preparation and/or filing of accounts

If your subsidiary LLP is dormant throughout the financial year and its parent undertaking is established under the law of any part of the UK then you may be able to claim exemption from the preparation of your accounts under section 394A of the Act or from the obligation to deliver accounts to Companies House under section 448A of the Act.

This applies to accounting periods ending on or after 1 October 2012. Any accounts ending before that date must still prepare and file accounts.

The exemption from preparation (section 394A) also covers the requirement to file accounts and so an LLP that has claimed this exemption does not also need to claim exemption from filing (under section 448A).

12.7 Conditions for a dormant subsidiary to claim exemption from the preparation and/or filing of its accounts

To take up either of these exemptions the LLP must have been dormant throughout the financial year and its parent is established under the law of any part of the UK.

You will also need to deliver the following documents to Companies House, before the date on which your accounts are due:

• a written notice of agreement by all members of the subsidiary LLP that they consent to the exemption in respect of the relevant financial year
• a correctly completed Form LL AA06 - statement from the parent undertaking that it guarantees the subsidiary under section 394C (for exemption from preparation) or 448C (for exemption from filing) of the Companies Act 2006 in respect of the relevant financial year
• a copy of the parent undertaking’s consolidated accounts including a copy of the auditor’s report and the annual report on those accounts

The subsidiary must be included in the consolidated accounts for the relevant financial year or to an earlier date in the same financial year. The parent undertaking must disclose in the notes to their consolidated accounts that the subsidiary is exempt from the requirements to prepare individual accounts under section 394A, or to file individual accounts under 448A of the Companies Act 2006.

The agreement and the parent’s consolidated accounts must show the subsidiary company’s name and registered number in a prominent place on the document.

These exemptions are only available if your LLP’s financial year ends on or after 1 October 2012. If your LLP’s financial year ends before then, you will still have to prepare and file accounts by the deadline.

12.8 Information that must be included in the form LL AA06

The statement must include the following information:

• the registered name and number of the subsidiary
• the subsidiary’s financial year to which the guarantee relates
• the statement date
• details of the section of the Companies Act 2006 under which the guarantee is being given:
• section 394c - exemption from preparing accounts for a dormant subsidiary
• section 448c - exemption from filing accounts for a dormant subsidiary
• section 479C - audit exemption for a subsidiary undertaking
• name and registered number of the parent undertaking

12.9 Effect of the guarantee and when it takes effect

The guarantee has the effect that the parent undertaking guarantees all outstanding liabilities that the subsidiary is subject to at the end of the financial year. The guarantee takes effect when it is delivered to the registrar and remains in force until all of the liabilities have been satisfied.

12.10 Entities that cannot claim exemption from preparation and/or filing of accounts as a dormant LLP

A dormant subsidiary is not entitled to the exemption if it was at any time within the relevant financial year:

• an authorised insurance LLP, a banking LLP, an e-Money issuer, a MiFID investment firm or a UCITS management LLP
• carried on insurance market activity
• an employers’ association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland Order 1992 (S.I. 1992/807 (NI 5)

13. Audit exemption for subsidiary LLPs

A subsidiary may claim exemption from audit if its parent is established under the law of any part of the UK, in certain circumstances.

To take up this exemption you will need to deliver, the following documents to Companies House (before the date on which your accounts are due):

• a written notice that all members of the subsidiary LLP agree to the exemption in respect of the relevant financial year
• a correctly completed form LL AA06 - statement from the parent undertaking that it guarantees the subsidiary under section 479C of the Companies Act 2006 in respect of the relevant financial year
• a copy of the parent undertaking’s consolidated accounts including a copy of the auditor’s report and the annual report on those accounts

The subsidiary must be included in the parent’s consolidated accounts for the relevant financial year or to an earlier date in the same financial year. The parent undertaking must disclose in the notes to their consolidated accounts that the subsidiary is exempt from the requirements of this Act relating to the audit of accounts under section 479A of the Companies Act 2006.

The agreement and the parent’s consolidated accounts must show the subsidiary LLP’s name and registered number in a prominent place on the document.

This exemption will only be available if your LLP’s financial year ends on or after 1 October 2012.

13.1 Entities that cannot claim exemption from audit as a subsidiary

A subsidiary is not entitled to the exemption if it was at any time within the relevant financial year:

• an authorised insurance LLP, a banking LLP, an e-Money issuer, a MiFID investment firm or a UCITS management LLP
• carrying on insurance market activity
• an employers’ association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland Order 1992 (S.I. 1992/807 (NI 5).

13.2 Information that must be included in the form LL AA06

The statement must include:

• the registered name and number of the subsidiary
• the subsidiary’s financial year to which the guarantee relates
• the statement date
• details of the section of the Companies Act 2006 under which the guarantee is being given:
• section 394c – exemption from preparing accounts for a dormant subsidiary
• section 448c – exemption from filing accounts for a dormant subsidiary
• section 479C – audit exemption for a subsidiary undertaking
• the name and registered number of the parent undertaking

13.3 Effect of the guarantee and when it takes effect

The guarantee has the effect that the parent undertaking guarantees all outstanding liabilities that the subsidiary is subject to at the end of the financial year. The guarantee takes effect when it is delivered to the registrar and remains in force until all of the liabilities have been satisfied.

13.4 Requirements that a small LLP must comply with to claim audit exemption

The subsidiary LLP must include a statement on the balance sheet of its individual accounts to the effect that:

For the year ending (dd/mm/yyyy) the LLP was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary LLPs.

13.5 Auditors

An auditor is a person who makes an independent report to the LLP members on whether the LLP has prepared its annual accounts in accordance with the requirements of the Companies Act 2006 as applied to LLPs and the applicable financial reporting framework. The report must state whether the accounts give a true and fair view of the LLP’s state of affairs as at the end of the financial year and profit or loss for the year.

13.6 How to appoint an auditor

An auditor must be appointed for each financial year, unless the designated members reasonably determine otherwise on the grounds that audited accounts are unlikely to be required. The designated members appoint the first auditor of the LLP. Thereafter the members may appoint or re-appoint an auditor each year within 28 days of the designated members’ sending the accounts to the members or the end of the time when they should have been sent. If they do not do so for a particular year however, the appointed auditor remains in office until the members determine to reappoint him or to remove him as auditor unless the LLP agreement requires the actual re-appointment.

13.7 What an auditor does

The auditor will check the accounts and accounting records of the LLP and prepare a report for the members.

13.8 What an auditor’s report includes

The auditor’s report must include:

• an introduction identifying the accounts that are the subject of the audit
• a description of the scope of the audit identifying the auditing standards and the financial reporting framework that has been used in the preparation of the accounts
• a statement as to whether in the auditors’ opinion the accounts have been prepared in accordance with the Companies Act 2006, as applied to LLPs
• a statement as to whether the accounts give a true and fair view of the LLP’s or (in the case of group accounts) the group’s financial affairs
• if the auditors are of the opinion that the LLP has not kept adequate accounting records, a statement to that effect
• if the LLP has not provided the auditors with all the information they need to complete the report, a statement to that effect

The auditors’ report must be either unqualified or qualified, and must include a reference to any matters to which the auditors wish to draw attention by way of emphasis without qualifying the report. The auditor will qualify the report either where there has been a limitation on the scope of the auditor’s work or where there is a material disagreement between the LLP and the auditors about the accounts.

13.9 Responsibility for signing the auditor’s report

The auditors must print their name, sign and date the report they provide to LLP members upon completion of the audit.

Where the auditor is a firm, the senior statutory auditor must sign the original auditors’ report in his own name on behalf of the firm. He must also date the signature. The LLP must state the name of the senior statutory auditor in copies of the auditors’ report it publishes. Copies of the auditors’ reports sent to us must state the names of the audit firm and the senior statutory auditor, but do not need to be signed.

13.10 Exemptions from stating the auditor’s name on the auditor’s report

If the LLP considers there is a risk that the auditor or any other person would be at risk of serious violence or intimidation if the auditor‘s name (or the name of the ‘senior statutory auditor’ who signed the report on the audit firm’s behalf) appeared on filed or published copies of the report, it may determine to omit the name from those copies.

Do not send a copy of the determination to us. You should send notice of it to:

The Secretary of State
PO Box 4082
Cardiff
CF14 3WE

The notice must state:

• the name and registered number of the LLP
• the financial year of the LLP to which the report relates
• the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior statutory auditor

The auditor’s report attached to the accounts would need to contain the following statement:

The LLP has determined that the auditor’s name should not be stated in accordance with section 506 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit)(Application of Companies Act 2006) Regulations 2008).

13.11 Accountants as auditors

An auditor must be independent of the LLP. You cannot appoint a person as an auditor if they are:

• a member or employee of the LLP or an officer or employee of an associated undertaking
• a partner or employee of such a person, or a partnership of which such a person is a partner

If your accountant does not fall into one of the above categories and if they are a registered auditor supervised by a recognised supervisory body, then they may act as the LLP’s auditor.

Not all members of a recognised supervisory body are eligible to act as an auditor but the appropriate supervisory body will be able to tell you whether a particular individual or firm is a registered auditor.

Not all members of a recognised supervisory body are eligible to act as an auditor. The appropriate supervisory body will be able to tell you whether a particular individual or firm has a current audit-practising certificate.

13.12 Recognised supervisory bodies

These are bodies recognised by the Professional Oversight Board as having rules designed to ensure that auditors are of the appropriate professional competence. Each recognised body has strict regulations and a disciplinary code to govern the conduct of their registered auditors.

The 4 recognised bodies are:

The Institute of Chartered Accountants of Scotland

21 Haymarket Yards
Edinburgh
EH12 5BH
Website: www.icas.org.uk

The Institute of Chartered Accountants in England and Wales

Level 1
Metropolitan House
321 Avebury Boulevard
Milton Keynes
MK9 2FZ
Website: www.icaew.com

The Institute of Chartered Accountants in Ireland

The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG
Website: www.icai.ie

The Association of Chartered Certified Accountants

29 Lincoln’s Inn Fields
London
WC2A 3EE
Website: www.acca.org.uk

13.13 Auditors and annual accounts

Subject to the Auditing Practices Board ethical standards, the auditors’ statutory duties are limited to checking that there are adequate books and records, and to reporting on the annual accounts. Subject again to those ethical standards, there’s nothing to stop an LLP employing an auditor for other purposes, such as keeping the books or compiling the tax return, provided they do not take part in the management of the LLP.

You should agree an engagement letter that sets out the scope of the auditor’s engagement and the form of any reports that the auditor will make.

13.14 Removal of auditors

If an auditor ceases for any reason to hold office, they must send a notice to the LLP’s registered office. The notice should set out any circumstances connected with ceasing to hold office that the auditor considers should be brought to the attention of the members and creditors of the LLP.

If there are any such circumstances, the LLP must send a copy of the notice to all the members of the LLP unless a successful application is made to the court to stop this. If the auditor does not receive notification of an application to the court within 21 days of sending the notice to the LLP, the auditor must send us a copy of the notice within a further 7 days.

If there are no such circumstances, the auditor must send the LLP a statement to that effect. The LLP does not have to circulate this statement to the members but a copy of it must be sent to us. Also where the auditor resigns or is removed from office, there are obligations on the auditor and the LLP to notify the ‘appropriate audit authority’. There is more detailed guidance on these provisions on the website of the financial reporting council website.