• 15. 15. General

    Sections 367 to 374 apply to LLPs, modified so that they read as follows —

    • 367. Scheme of this Part

      (1) The requirements of this Part as to accounts and reports apply in relation to each financial year of an LLP.
      (2) In certain respects different provisions apply to different kinds of LLP.
      (3) The main distinction for this purpose is between LLPs subject to the small LLPs regime (see section 368 (LLPs subject to the small LLPs regime)) and LLPs that are not subject to that regime.
      (4) In this Part, where provisions do not apply to all kinds of LLP, provisions applying to LLPs subject to the small LLPs regime appear before the provisions applying to other LLPs.

    • 368. LLPs subject to the small LLPs regime

      The small LLP regime applies to an LLP for a financial year in relation to which the LLP —

      (a) qualifies as small (see sections 369 (general) and 370 (parent LLPs)), and
      (b) is not excluded from the regime (see section 371 (LLPs excluded from the small LLPs regime)).

    • 369. LLPs qualifying as small: general

      (1) An LLP qualifies as small in relation to its first financial year if the qualifying conditions are met in that year.
      (2) Subject to subsection (3), an LLP qualifies as small in relation to a subsequent financial year if the qualifying conditions are met in that year.
      (3) In relation to a subsequent financial year, where on its balance sheet date an LLP meets or ceases to meet the qualifying conditions that affects its qualification as a small LLP only if it occurs in two consecutive financial years.
      (4) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
      1. Turnover Not more than 13.5 million US dollars
      2. Number of employees Not more than 35
      (5) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
      (6) The number of employees means the average number of persons employed by the LLP in the year, determined as follows —
      (a) find for each month in the financial year the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
      (b) add together the monthly totals, and
      (c) divide by the number of months in the financial year.
      (7) This section is subject to section 370 (LLPs qualifying as small: parent LLPs).

    • 370. LLPs qualifying as small: parent LLPs

      (1) A parent LLP qualifies as a small LLP in relation to a financial year only if the group headed by it qualifies as a small group.
      (2) A group qualifies as small in relation to the parent LLP's first financial year if the qualifying conditions are met in that year.
      (3) Subject to subsection (4), a group qualifies as small in relation to a subsequent financial year of the parent LLP if the qualifying conditions are met in that year.
      (4) In relation to a subsequent financial year of the parent LLP, where on the parent LLP's balance sheet date the group meets or ceases to meet the qualifying conditions, that affects the group's qualification as a small group only if it occurs in two consecutive financial years.
      (5) The qualifying conditions are met by a group in a year in which it satisfies both of the following requirements —
      1. Aggregate turnover Not more than 13.5 million US dollars net (or 16.2 million US dollars gross)
      2. Aggregate number of employees Not more than 35
      (6) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 369 (LLPs qualifying as small: general) for each member of the group.
      (7) In relation to the aggregate figures for turnover —

      "net" means after any set offs and other adjustments made to eliminate group transactions in accordance with international accounting standards, and

      "gross" means without those set offs and other adjustments.

      An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
      (8) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is —
      (a) if its financial year ends with that of the parent LLP, that financial year, and
      (b) if not, its financial year ending last before the end of the financial year of the parent LLP.
      If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.

    • 371. LLPs excluded from the small LLPs regime

      (1) The small LLPs regime does not apply to an LLP that is, or was at any time within the financial year to which the accounts relate —
      (a) a public interest entity,
      (b) a financial institution, or
      (c) a member of an ineligible group.
      (2) A group is ineligible if any of its members is —
      (a) a public interest entity, or
      (b) a financial institution.

    • 372. Public interest entities and financial institutions

      (1) For the purpose of this Part an LLP is a public interest entity in relation to a financial year if it is a public interest entity immediately before the end of the accounting reference period by reference to which that financial year was determined.
      (2) A "public interest entity" means —
      (a) a company that is listed or an LLP whose securities are listed, on a recognised investment exchange, or
      (b) that is designated by the Board as a public interest entity, because of the nature of its business, its size or the number of its employees.
      (3) For the purposes of this Part a company or an LLP is a "financial institution" in relation to a financial year if it is licensed under the Commercial Licensing Regulations 2015 as a financial institution at any time during the accounting reference period by reference to which that financial year was determined.
      (4) The Board make rules amending or replacing the provisions of subsections (1) to (3) so as to limit or extend the application of some or all of the provisions of this Part that refer to public interest entities and/or financial institutions.

    • 373. LLPs qualifying as micro-entities

      (1) An LLP qualifies as a micro-entity in relation to its first financial year if the qualifying conditions are met in that year.
      (2) Subject to subsection (3), an LLP qualifies as a micro-entity in relation to a subsequent financial year if the qualifying conditions are met in that year.
      (3) In relation to a subsequent financial year, where on its balance sheet date a company meets or ceases to meet the qualifying conditions, that affects its qualification as a micro-entity only if it occurs in two consecutive financial years.
      (4) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
      1. Turnover Not more than 2.5 million US dollars
      2. Number of employees Not more than 9
      (5) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
      (6) The number of employees means the average number of persons employed by the company in the year, determined as follows —
      (a) find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
      (b) add together the monthly totals, and
      (c) divide by the number of months in the financial year.
      (7) In the case of an LLP which is a parent LLP, the LLP qualifies as a micro-entity in relation to a financial year only if —
      (a) the LLP qualifies as a micro-entity in relation to that year, as determined by subsections (1) to (7), and
      (b) the group headed by the LLP qualifies as a small group, as determined by section 369(2) to (6).

    • 374. LLPs excluded from being treated as micro-entities

      (1) The micro-entity provisions do not apply in relation to an LLP's accounts for a particular financial year if the LLP was at any time within that year an LLP excluded from the small LLPs regime by virtue of section 371 (LLPs excluded from the small LLPs regime).
      (2) The micro-entity provisions also do not apply in relation to an LLP's accounts for a financial year if —
      (a) the LLP is a parent LLP which prepares group accounts for that year as permitted by section 388 (option to prepare group accounts), or
      (b) the LLP is not a parent LLP but its accounts are included in the consolidated group accounts for that year."