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Small LLP accounts


1. What is a small LLP?

There are 3 sizes of LLP to consider when preparing your accounts; small, medium or large. There are thresholds for turnover, balance sheet total (meaning the total of the assets) and the average number of employees which determine whether your LLP is small or medium-sized. Any LLP that does not meet the criteria for small or medium is a large LLP and will have to prepare and file full accounts.

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

LLPs whose securities are admitted to trading on an EEA regulated market and certain financial services LLPs cannot qualify as a small LLP. Similarly, LLPs which are part of a group which has members who are public companies or financial services LLPs cannot qualify as small, except in certain circumstances.

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 LLPs subject to the small LLPs regime.

2. What are the conditions to qualify as a small LLP?

A small LLP must meet at least two of the following conditions:

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.


3. Are there any LLPs that cannot prepare and submit small accounts?

Yes. If an LLP is, or was at any time during the financial year one of the following it cannot prepare and submit small LLP accounts;

an LLP whose securities are admitted to trading on a regulated market in an EEA State,
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, or
- carries on insurance market activity, or
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 in an EEA State;
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 investment firm or a UCITS management company, or
a person who carries on insurance market activity.
If you have any queries regarding financial services LLPs which are excluded from the small LLPs regime please contact the Financial Services Authority on their website at www.moneymadeclear.fsa.gov.uk/about_the_fsa/contact/contact_us.html.

4. Can an LLP qualify 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 period, an LLP must fulfil the conditions in that period and the period before.

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

5. What are the conditions to qualify as a small group?

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 £6.5 million net (or £7.8 million gross);
the aggregate balance sheet total must be not more than £3.26 million net (or £3.9 million gross); and
the aggregate average number of employees must be not more than 50.
6. What will small LLP accounts include?

Generally, small LLP accounts prepared for the members include:

a profit and loss account;
a full balance sheet, signed by a designated member;
notes to the accounts; and
group accounts (if a small parent LLP chooses to prepare them).
And they should be accompanied by an auditor’s report (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 that the accounts have been prepared in accordance with the special provisions applicable to LLPs subject to the small LLPs regime.

7. What are the exemptions available for small LLPs?

Small LLPs can prepare and file simpler, less detailed accounts than those required from large and medium LLPs.

Parts 15 and 16 of the Companies Act 2006, as applied to LLPs, set out the requirements for LLPs subject to the small LLPs regime. Further information on the detailed format and content of accounts for small LLPs can be found in the Small Limited Liability Partnerships (Accounts) Regulations 2008.

8. What does a small LLP have to deliver to Companies House?

The designated members of an LLP can file a copy of the accounts prepared for members under the small LLPs regime, or an abbreviated version of these accounts. The content of abbreviated Companies Act accounts can be found in the Companies Act 2006 as applied to LLPs and in regulation 5 of and Schedule 3 to the Small Limited Liability Partnerships (Accounts) Regulations 2008.
If you abbreviate the accounts, you will also need a special auditor's report which must state that in the auditor's opinion:

the LLP is entitled to deliver abbreviated accounts in accordance with section 444(3) of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit)(Application of Companies Act 2006) Regulations 2008); and
that they have been properly prepared in accordance with regulation 5 of the Small Limited Liability Partnerships (Accounts) Regulations 2008. If the LLP is exempt from audit and the members have taken advantage of that exemption this report is not required - see question 10on audit exemption for small LLPs.
The right to prepare abbreviated accounts for Companies House does not affect the LLP’s obligations to prepare full accounts for its members – see chapter 7.

Small LLPs do not have to deliver a copy of the profit and loss account to Companies House.

Small LLPs preparing accounts that are not IAS can deliver an abbreviated balance sheet.

Small LLPs preparing IAS accounts must deliver a full balance sheet to Companies House.

If you prepare accounts in accordance with the provisions applicable to small LLPs, whether abbreviated or full accounts, you must include a statement in a prominent position on the balance sheet and above the designated member’s signature that the accounts have been prepared in accordance with the special provisions applicable to LLPs subject to the small LLP regime.

9. Are there special rules for small groups?

Yes, 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 a small parent LLP decides to prepare group accounts their content is prescribed by Schedule 4 Part 1 of the Small Limited Liability Partnerships (Accounts) Regulations 2008. If you prepare group accounts, they must contain a statement above the signature on the balance sheet, confirming that 'the accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime'.

10. What audit exemption is available for small LLPs?

There is exemption from audit for certain small LLPs if they are eligible and wish to take advantage of it.

11. Which small LLPs qualify for audit exemption?

To qualify for audit exemption, an LLP must:

qualify as small;
have a turnover of not more than £6.5 million; and
have a balance sheet total of not more than £3.26 million.


12. Are all types of small LLPs eligible for the exemption?

No. The designated members must file audited accounts at Companies House if the LLP falls into any of the following categories:

an LLP whose securities are admitted to trading on a regulated market in an EEA State,
an LLP that:

is an authorised insurance company, a banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company, or
carries on insurance market activity;
an employers’ association as defined in section 122 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Article 4 of the Industrial Relations (Northern Ireland) Order 1992;
a parent LLP or subsidiary undertaking (unless dormant for the period during which it was a subsidiary undertaking) except where:

the group qualifies as a small group (treating all the bodies corporate in the group, including non-UK bodies corporate as if they were LLPs or companies) and was not at any time in the year an ineligible group;
the turnover for the whole group is not more than £6.5 million net (or £7.8 million gross); and
the group's combined balance sheet total is not more than £3.26 million net (or £3.9 million gross).


13. What does an audit-exempt LLP need to submit to Companies House?

If a small LLP qualifies for audit exemption, it may submit unaudited accounts to Companies House in the form of an abbreviated balance sheet and notes or if it chooses, full accounts. In either case, the balance sheet must contain the following statements above the designated member's 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.'

Small LLPs that deliver a full balance sheet may choose not to include a copy of the profit and loss account. In this case, the balance sheet must also contain an additional statement that the accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

14. How long do I have to deliver audit-exempt accounts to Companies House?

You have the same time for filing both audited and audit exempt accounts, and the law imposes the same penalties for late filing of all accounts.

15. Does an audit exempt LLP still have to send accounts to its members and debenture holders?

Yes. Members and debenture holders have a right to receive or demand copies of accounts and any related auditor’s report.