Three statutory instruments have recently been issued applying the Companies Act 2006 to Limited Liability Partnerships (LLPs). This will be of relevance to those dealing with LLPs and also to those firms that operate as an LLP. They each apply for accounting periods commencing on or after 1 October 2008 and therefore the first full year ends that are affected will be those for year ending 31 October 2009. Until then LLPs will need to comply with the accounts and audit provisions of Part VII of the Companies Act 1985 applicable to LLPs together with the detailed accounting requirements set out in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) as amended by the Limited Liability Partnerships (Amendment) regulations 2005 (SI 2005/1989). LLP accounts also need to follow the recommendations in the SORP, Accounting by LLPs, issued in March 2006.

The first statutory instrument, The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008,(SI 2008/1911), does, as the name suggests, replace the accounts and audit provisions of the above regulations which apply to LLPs in respect of the Companies Act 1985. It does this by modifying specific sections of the Companies Act 2006 to read with new wording which is sometimes similar but with company replaced by LLP. This SI sets out the new thresholds for an LLP to be treated as small or medium and these thresholds are the same as the new ones for companies. The period for filing accounts at Companies House is also reduced from 10 to 9 months. The exemption from audit for small LLPs is similar to that for small companies. The new Act does not re-enact the current requirement for LLPs to send copies of their annual accounts to members within one month of the accounts being signed; instead the accounts will need to be sent no later than the end of the period for filing them at Companies House or, if earlier, the date they are actually delivered.

The new rules for companies requiring the audit report to be signed by and include the name of the senior statutory auditor will also apply to LLPs. In addition the new rules for companies in respect of auditors ceasing to hold office (notification to Companies House and to appropriate audit authority in some cases) will also apply to LLPs; these new rules when auditor cessation arises will apply from 1 October 2008.

The second and third statutory instruments are The Small Limited Liability Partnerships (Accounts) Regulations 2008 (SI 2008/1912) and The Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (SI 2008/1913). These specify the form and content of the accounts of LLPS depending on their size. They work in the same way as the corresponding regulations apply for companies.

Reference should be made to the specific statutory instrument if more information is required.

John Major 
August 2008