The Small Limited Liability Partnerships (Accounts) Regulations 2008

• Citation: S.I. 2008/1912
• Sections: 148

Section 1 Citation and interpretation

(1) These Regulations may be cited as the Small Limited Liability Partnerships (Accounts) Regulations 2008.

(2) In these Regulations—

“ the 2006 Act ” means the Companies Act 2006 ;

“ LLP ” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000;

“ the Small Companies Accounts Regulations ” means the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 .

(3) Any reference in these Regulations to a numbered Part or section of the 2006 Act is a reference to that Part or section as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 .

Section 2 Commencement and application

(1) These Regulations come into force on 1st October 2008.

(2) They apply in relation to financial years beginning on or after 1st October 2008.

(3) They apply to LLPs which are subject to the small LLPs regime under Part 15 of the 2006 Act (see section 381 of that Act ) provisions of the Small Companies Accounts Regulations, with modifications.

Section 3 Non-IAS individual accounts

(1) Regulation 3 of the Small Companies Accounts Regulations applies to LLPs, modified so that it reads as follows—

Non-IAS individual accounts

(3)

(1) Subject to the following provisions of this regulation and regulation 5A, non-IAS individual accounts under section 396 of the 2006 Act (non-IAS individual accounts) must comply with the provisions of Schedule 1 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 as to the form and content of the balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts.

(1A) Sections C (alternative accounting rules) and D (fair value accounting) in Part 2 of Schedule 1 to these Regulations do not apply to an LLP which qualifies as a micro-entity in relation to a financial year (see sections 384A and 384B of the 2006 Act ) and whose accounts for that year are prepared in accordance with the exemption permitted by—

(a) regulation 5A, or

(b) paragraph 1(1A) of Section A in Part 1 of Schedule 1 to these Regulations.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) Accounts are treated as having complied with any provision of Schedule 1 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 if they comply instead with the corresponding provision of Schedule 1 to the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 .

(2) The provisions of Schedule 1 to the Small Companies Accounts Regulations apply to LLPs, modified so that they are the provisions set out in Schedule 1 to these Regulations.

Section 4 Information about related undertakings (non-IAS or IAS individual accounts)

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Section 5 Accounts for delivery to registrar of companies (non-IAS individual accounts)

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Section 5A Non-IAS individual accounts: micro-entities – notes to the accounts

Regulation 5A of the Small Companies Accounts Regulations applies to LLPs , modified so that it reads as follows—

Non-IAS individual accounts: micro-entities – notes to the accounts

(5A) Nothing in Schedule 1 to these Regulations requires the non-IAS individual accounts of an LLP for a financial year in which the LLP qualifies as a micro-entity (see sections 384A and 384B of the 2006 Act ) to contain any information by way of notes to the accounts, except that the LLP is required to disclose by way of notes to the accounts the information required by paragraph 55 in Part 3 of Schedule 1.

Section 6 Non-IAS group accounts

(1) Regulation 8 of the Small Companies Accounts Regulations applies to LLPs, modified so that it reads as follows—

Non-IAS group accounts

(8)

(1) Where the members of a parent LLP which—

(a) is subject to the small LLPs regime, and

(b) has prepared non-IAS individual accounts in accordance with regulation 3,

prepare non-IAS group accounts under section 398 of the 2006 Act (option to prepare group accounts), those accounts must comply with the provisions of ... Schedule 4 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 as to the form and content of the consolidated balance sheet and consolidated profit and loss account, and additional information to be provided by way of notes to the accounts.

(2) Accounts are treated as having complied with any provision of ... Schedule 4 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 if they comply instead with the corresponding provision of Schedule 3 to the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008.

(2) The provisions of Part 1 of Schedule 6 to the Small Companies Accounts Regulations apply to LLPs, modified so that they are the provisions set out in Part 1 of Schedule 4 to these Regulations.

Section 7 Information about related undertakings (Non-IAS or IAS group accounts)

(1) Regulation 10 of the Small Companies Accounts Regulations applies to LLPs, modified so that it reads as follows—

Information about related undertakings (Non-IAS or IAS group accounts)

(10)

(1) Non-IAS or IAS group accounts must comply with the provisions of Part 2 of Schedule 4 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 as to information about related undertakings to be given in notes to the LLP's accounts.

(2) Information otherwise required to be given by Part 2 of Schedule 4 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 need not be disclosed with respect to an undertaking that—

(a) is established under the law of a country outside the United Kingdom, or

(b) carries on business outside the United Kingdom,

if the conditions specified in section 409(4) of the 2006 Act are met (see section 409(5) of the 2006 Act for disclosure required where advantage taken of this exemption).

(2) The provisions of Part 2 of Schedule 6 to the Small Companies Accounts Regulations apply to LLPs, modified so that they are the provisions set out in Part 2 of Schedule 4 to these Regulations.

Section 8 General interpretation

(1) Regulation 13 of the Small Companies Accounts Regulations applies to LLPs, modified so that it reads as follows—

General interpretation

(13) Schedule 5 to the Small Limited Liability Partnerships (Accounts) Regulations 2008 contains general definitions for the purposes of these Regulations.

(2) The provisions of Schedule 8 to the Small Companies Accounts Regulations apply to LLPs, modified so that they are the provisions set out in Schedule 5 to these Regulations.

Section 9 Review

(1) The Secretary of State must from time to time—

(a) carry out a review of the provisions of these Regulations to which amendments have been made by Part 3 of the Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (“the 2016 Regulations ”),

(b) set out the conclusions of the review in a report, and

(c) publish the report.

(2) The report must, in particular—

(a) set out the objectives intended to be achieved by those provisions,

(b) assess the extent to which those objectives are achieved,

(c) assess whether those objectives remain appropriate, and

(d) if those objectives remain appropriate, assess the extent to which they could be achieved in another way which involves less onerous regulatory provision.

(3) The first report under this regulation must be published before the end of the period of 5 years beginning with the date on which the 2016 Regulations come into force.

(4) Subsequent reports under this regulation must be published at intervals not exceeding 5 years.

(5) In this regulation, “regulatory provision” has the meaning given by section 32(4) of the Small Business, Enterprise and Employment Act 2015 .

Section 1

(1) Subject to the following provisions of this Schedule—

(a) every balance sheet of an LLP must show the items listed in either of the balance sheet formats in Section B of this Part, and

(b) every profit and loss account must show the items listed in either of the profit and loss account formats in Section B.

(1A) But, subject to the following provisions of this Schedule, in relation to an LLP which qualifies as a micro-entity in relation to a financial year (see sections 384A and 384B of the 2006 Act )—

(a) the only items which must be shown on the LLP ’s balance sheet for that year are those listed in either of the balance sheet formats in Section C of this Part, and

(b) the only items which must be shown on the LLP ’s profit and loss account for that year are those listed in the profit and loss account format in Section C.

(2) References in this Schedule to the items listed in any of the formats in Section B and Section C are to those items read together with any of the notes following the formats which apply to those items.

(3) Subject to paragraph 1A, the items must be shown in the order and under the headings and sub-headings given in the particular format used, but—

(a) the notes to the formats may permit alternative positions for any particular items, and

(b) the heading or sub-heading for any item does not have to be distinguished by any letter or number assigned to that item in the format used.

Section 1A

(1) Where appropriate to the circumstances of an LLP ’s business, the members of the LLP may, with reference to one of the formats in Section B, draw up an abridged balance sheet showing only those items in that format preceded by letters and roman numerals, provided that—

(a) in the case of format 1, note (3) of the notes to the formats is complied with,

(b) in the case of format 2, notes (3) and (8) of those notes are complied with,

(c) all of the members of the LLP have consented to the drawing up of the abridged balance sheet.

(2) Where appropriate to the circumstances of an LLP ’s business, the members of the LLP may, with reference to one of the formats in Section B, draw up an abridged profit and loss account, combining under one item called “Gross profit or loss”—

(a) items 1, 2, 3 and 6 in the case of format 1, and

(b) items 1 to 5 in the case of format 2,

provided that, in either case, all of the members of the LLP have consented to the drawing up of the abridged profit and loss account.

(3) Such consent as is referred to in sub-paragraphs (1) and (2) may only be given as regards the preparation of, as appropriate, the balance sheet or profit and loss account in respect of the preceding financial year.

Section 1B

(1) The members of the LLP may adapt one of the balance sheet formats in Section B so to distinguish between current and non-current items in a different way, provided that—

(a) the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and

(b) the presentation of those items is in accordance with generally accepted accounting principles or practice.

(2) The members of the LLP may, otherwise than pursuant to paragraph 1A(2), adapt one of the profit and loss account formats in Section B, provided that—

(a) the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and

(b) the presentation is in accordance with generally accepted accounting principles or practice.

Section 1C

So far as is practicable, the following provisions of this Section apply to the balance sheet or profit and loss account of an LLP notwithstanding any such abridgment or adaptation pursuant to paragraph 1A or 1B.

Section 2

(1) Where in accordance with paragraph 1(1) an LLP's balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats in Section B, the members of the LLP must use the same format in preparing non-IAS individual accounts for subsequent financial years, unless in their opinion there are special reasons for a change.

(2) Particulars of any such change must be given in a note to the accounts in which the new format is first used, and the reasons for the change must be explained.

Section 2A

Where in accordance with paragraph 1(1A) an LLP ’s balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats in Section C, the members of the LLP must use the same format in preparing non-IAS individual accounts for subsequent financial years, unless in their opinion there are special reasons for a change.

Section 3

(1) Any item required to be shown in an LLP's balance sheet or profit and loss account may be shown in greater detail than required by the particular format used.

(2) The balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format used, save that none of the following may be treated as assets in any balance sheet—

(a) preliminary expenses,

(b) expenses of, and commission on, any issue of debentures,

(c) costs of research.

Section 4

(1) Where the special nature of the LLP's business requires it, the members of the LLP must adapt the arrangement, headings and sub-headings otherwise required in respect of items given an Arabic number in the balance sheet or profit and loss account format used.

(2) The members may combine items to which Arabic numbers are given in any of the formats set out in Section B if—

(a) their individual amounts are not material to assessing the state of affairs or profit or loss of the LLP for the financial year in question, or

(b) the combination facilitates that assessment.

(3) Where sub-paragraph (2)(b) applies, the individual amounts of any items which have been combined must be disclosed in a note to the accounts.

Section 5

(1) Subject to sub-paragraph (2), the members must not include a heading or sub-heading corresponding to an item in the balance sheet or profit and loss account format used if there is no amount to be shown for that item for the financial year to which the balance sheet or profit and loss account relates.

(2) Where an amount can be shown for the item in question for the immediately preceding financial year that amount must be shown under the heading or sub-heading required by the format for that item.

Section 6

Every profit and loss account other than one prepared by reference to the format in Section C must show the amount of an LLP's profit or loss ...before taxation.

Section 7

(1) For every item shown in the balance sheet or profit and loss account the corresponding amount for the immediately preceding financial year must also be shown.

(2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount may be adjusted, and particulars of the non-comparability and of any adjustment must be disclosed in a note to the accounts.

Section 8

Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.

Section 9

The members of the LLP must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice.

Section 9A

Where an asset or liability relates to more than one item in the balance sheet, the relationship of such asset or liability to the relevant items must be disclosed either under those items or in the notes to the accounts.

Section 10 Preliminary

(1) The amounts to be included in respect of all items shown in an LLP's accounts must be determined in accordance with the principles set out in this Section.

(2) But if it appears to the members of the LLP that there are special reasons for departing from any of those principles in preparing the LLP's accounts in respect of any financial year they may do so, in which case particulars of the departure, the reasons for it and its effect must be given in a note to the accounts.

Section 11 Accounting principles

The LLP is presumed to be carrying on business as a going concern.

Section 12 Accounting principles

Accounting policies and measurement bases must be applied consistently within the same accounts and from one financial year to the next.

Section 13

The amount of any item must be determined on a prudent basis, and in particular—

(a) only profits realised at the balance sheet date must be included in the profit and loss account, ...

(b) all liabilities which have arisen in respect of the financial year to which the accounts relate or a previous financial year must be taken into account, including those which only become apparent between the balance sheet date and the date on which it is signed on behalf of the members in accordance with section 414 of the 2006 Act (approval and signing of accounts).

(c) all provisions for diminution of value must be recognised, whether the result of the financial year is a profit or a loss,

(d) at the balance sheet date, a provision must represent the best estimate of the expenses likely to be incurred or, in the case of a liability, of the amount required to meet that liability, and

(e) provisions must not be used to adjust the values of assets.

Section 14

All income and charges relating to the financial year to which the accounts relate must be taken into account, without regard to the date of receipt or payment.

Section 15

In determining the aggregate amount of any item, the amount of each individual asset or liability that falls to be taken into account must be determined separately.

Section 15A

The opening balance sheet for each financial year must correspond to the closing balance sheet for the preceding financial year.

Section 16 Preliminary

Subject to Sections C and D of this Part of this Schedule, the amounts to be included in respect of all items shown in an LLP's accounts must be determined in accordance with the rules set out in this Section.

Section 17 General rules

(1) The amount to be included in respect of any fixed asset must be its purchase price or production cost.

(2) This is subject to any provision for depreciation or diminution in value made in accordance with paragraphs 18 to 20.

Section 18 Rules for depreciation and diminution in value

In the case of any fixed asset which has a limited useful economic life, the amount of—

(a) its purchase price or production cost, or

(b) where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value,

must be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset's useful economic life.

Section 19 Rules for depreciation and diminution in value

(1) Where a fixed asset investment of a description falling to be included under item A.III of either of the balance sheet formats set out in Section B of Part 1 of this Schedule has diminished in value, provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly.

(2) Provisions for diminution in value must be made in respect of any fixed asset which has diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it must be reduced accordingly.

(3) Provisions made under sub-paragraph (1) or (2) must be charged to the profit and loss account and disclosed separately in a note to the accounts if not shown separately in the profit and loss account.

Section 20

(1) Where the reasons for which any provision was made in accordance with paragraph 19 have ceased to apply to any extent, that provision must be written back to the extent that it is no longer necessary.

(1A) But provision made in accordance with paragraph 19(2) in respect of goodwill must not be written back to any extent.

(2) Any amounts written back under sub-paragraph (1) must be recognised in the profit and loss account and disclosed separately in a note to the accounts if not shown separately in the profit and loss account.

Section 21 Intangible assets

(1) Where this is in accordance with generally accepted accounting principles or practice, development costs may be included in “other intangible assets” under “fixed assets” in the balance sheet formats set out in Section B of Part 1 of this Schedule.

(2) If any amount is included in an LLP ’s balance sheet in respect of development costs, the note on accounting policies (see paragraph 44 of this Schedule) must include the following information—

(a) the period over which the amount of those costs originally capitalised is being or is to be written off, and

(b) the reasons for capitalising the development costs in question.

Section 22 Intangible assets

(1) Intangible assets must be written off over the useful economic life of the intangible asset.

(2) Where in exceptional cases the useful life of intangible assets cannot be reliably estimated, such assets must be written off over a period chosen by the members of the LLP .

(3) The period referred to in sub-paragraph (2) must not exceed ten years.

(4) There must be disclosed in a note to the accounts the period referred to in sub-paragraph (2) and the reasons for choosing that period.

Section 23 Current assets

Subject to paragraph 24, the amount to be included in respect of any current asset must be its purchase price or production cost.

Section 24 Current assets

(1) If the net realisable value of any current asset is lower than its purchase price or production cost, the amount to be included in respect of that asset must be the net realisable value.

(2) Where the reasons for which any provision for diminution in value was made in accordance with sub-paragraph (1) have ceased to apply to any extent, that provision must be written back to the extent that it is no longer necessary.

Section 25 Excess of money owed over value received as an asset item

(1) Where the amount repayable on any debt owed by an LLP is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.

(2) Where any such amount is so treated—

(a) it must be written off by reasonable amounts each year and must be completely written off before repayment of the debt, and

(b) if the current amount is not shown as a separate item in the LLP's balance sheet, it must be disclosed in a note to the accounts.

Section 26 Assets included at a fixed amount

(1) Subject to sub-paragraph (2), the following may be included at a fixed quantity and value in the balance sheet formats set out in Section B of Part 1 of this Schedule—

(a) assets which fall to be included amongst the fixed assets of an LLP under the item “intangible assets”, and

(b) raw materials and consumables within the item “stocks”.

(2) Sub-paragraph (1) applies to assets of a kind which are constantly being replaced where—

(a) their overall value is not material to assessing the LLP's state of affairs, and

(b) their quantity, value and composition are not subject to material variation.

Section 27 Determination of purchase price or production cost

(1) The purchase price of an asset is to be determined by adding to the actual price paid any expenses incidental to its acquisition and then subtracting any incidental reductions in the cost of acquisition .

(2) The production cost of an asset is to be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the LLP which are directly attributable to the production of that asset.

(3) In addition, there may be included in the production cost of an asset—

(a) a reasonable proportion of the costs incurred by the LLP which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production, and

(b) interest on capital borrowed to finance the production of that asset, to the extent that it accrues in respect of the period of production,

provided, however, in a case within paragraph (b), that the inclusion of the interest in determining the cost of that asset and the amount of the interest so included is disclosed in a note to the accounts.

(4) In the case of current assets distribution costs may not be included in production costs.

Section 28 Determination of purchase price or production cost

(1) The purchase price or production cost of—

(a) any assets which , by virtue of regulation 3(1) and Section B of Part 1 of this Schedule, fall to be included under any item shown in an LLP's balance sheet under the general item “stocks”, and

(b) any assets which are fungible assets (including investments),

may be determined by the application of any of the methods mentioned in sub-paragraph (2) in relation to any such assets of the same class, provided that the method chosen is one which appears to the members to be appropriate in the circumstances of the LLP.

(2) Those methods are—

(a) the method known as “first in, first out” (FIFO),

(b) the method known as “last in, first out” (LIFO),

(c) a weighted average price, and

(d) any other method reflecting generally accepted best practice .

(3) For the purposes of this paragraph, assets of any description must be regarded as fungible if assets of that description are substantially indistinguishable one from another.

Section 29 Substitution of original stated amount where price or cost unknown

(1) This paragraph applies where—

(a) there is no record of the purchase price or production cost of any asset of an LLP or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 27, or

(b) any such record cannot be obtained without unreasonable expense or delay.

(2) In such a case, the purchase price or production cost of the asset must be taken, for the purposes of paragraphs 17 to 24, to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the LLP.

Section 29A Equity method in respect of participating interests

Participating interests may be accounted for using the equity method.

Section 30 Preliminary

(1) The rules set out in Section B are referred to below in this Schedule as the historical cost accounting rules.

(2) Those rules, with the omission of paragraphs 16, 22 and 26 to 29, are referred to below in this Part of this Schedule as the depreciation rules; and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 33.

Section 31 Preliminary

Subject to paragraphs 33 to 35, the amounts to be included in respect of assets of any description mentioned in paragraph 32 may be determined on any basis so mentioned.

Section 32 Alternative accounting rules

(1) Intangible fixed assets, other than goodwill, may be included at their current cost.

(2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.

(3) Investments of any description falling to be included under item A III of either of the balance sheet formats set out Part 1 of this Schedule may be included either—

(a) at a market value determined as at the date of their last valuation, or

(b) at a value determined on any basis which appears to the members to be appropriate in the circumstances of the LLP.

But in the latter case particulars of the method of valuation adopted and of the reasons for adopting it must be disclosed in a note to the accounts.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 33 Application of the depreciation rules

(1) Where the value of any asset of an LLP is determined on any basis mentioned in paragraph 32, that value must be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the LLP's accounts, instead of its purchase price or production cost or any value previously so determined for that asset. The depreciation rules apply accordingly in relation to any such asset with the substitution for any reference to its purchase price or production cost of a reference to the value most recently determined for that asset on any basis mentioned in paragraph 32.

(2) The amount of any provision for depreciation required in the case of any fixed asset by paragraphs 18 to 20 as they apply by virtue of sub-paragraph (1) is referred to below in this paragraph as the adjusted amount, and the amount of any provision which would be required by any of those paragraphs in the case of that asset according to the historical cost accounting rules is referred to as the historical cost amount.

(3) Where sub-paragraph (1) applies in the case of any fixed asset the amount of any provision for depreciation in respect of that asset—

(a) included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question, or

(b) taken into account in stating any item so shown which is required by note ( 9 ) of the notes on the profit and loss account formats set out in Part 1 of this Schedule to be stated after taking into account any necessary provision for depreciation or diminution in value of assets included under it,

may be the historical cost amount instead of the adjusted amount, provided that the amount of any difference between the two is shown separately in the profit and loss account or in a note to the accounts.