The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

PART 6 PUBLICATION OF ACCOUNTS AND AUDITOR’S REPORT

Publication of accounts and auditor’s report

13.  Section 423 applies to LLPs, modified so that it reads as follows—

“Duty to circulate copies of annual accounts and auditor’s report

423.— (1) Every LLP must send a copy of its annual accounts and auditor’s report for each financial year to—

(a) every member of the LLP, and

(b) every holder of the LLP’s debentures,

not later than the end of the period for filing accounts and the auditor’s report on them, or, if earlier, the date on which it actually delivers its accounts and the auditor’s report on those accounts to the registrar.

(2) Copies need not be sent to a person for whom the LLP does not have a current address.

(3) An LLP has a “current address” for a person if—

(a) an address has been notified to the LLP by the person as one at which documents may be sent to him, and

(b) the LLP has no reason to believe that documents sent to him at that address will not reach him.

(4) Where copies are sent out over a period of days, references in this Act to the day on which copies are sent out shall be read as references to the last day of that period.”

Default in sending out copies of accounts and auditor’s report

14.  Section 425 applies to LLPs, modified so that it reads as follows—

“Default in sending out copies of accounts and auditor’s report: offences

425.— (1) If default is made in complying with section 423, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(2) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.”

Right of member or debenture holder to copies of accounts and auditor’s report

15.  Section 431 applies to LLPs, modified so that it reads as follows—

“Right of member or debenture holder to copies of accounts and auditor’s report

431.— (1) A member of, or holder of debentures of, an LLP is entitled to be provided, on demand and without charge, with a copy of—

(a) the LLP’s last annual accounts, and

(b) the auditor’s report on those accounts.

(2) The entitlement under this section is to a single copy of those documents, but that is in addition to any copy to which a person may be entitled under section 423.

(3) If a demand made under this section is not complied with within seven days of receipt by the LLP, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”

Requirements in connection with publication of accounts and auditor’s report

16.  Sections 433 to 436 apply to LLPs, modified so that they read as follows—

“Name of signatory to be stated in published copies of accounts

433.— (1) Every copy of the LLP’s balance sheet that is published by or on behalf of the LLP must state the name of the person who signed it on behalf of the members of the LLP.

(2) If a copy is published without the required statement of the signatory’s name, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Requirements in connection with publication of statutory accounts

434.— (1) If an LLP publishes any of its statutory accounts, they must be accompanied by the auditor’s report on those accounts (unless the LLP is exempt from audit and the members have taken advantage of that exemption).

(2) An LLP that prepares statutory group accounts for a financial year must not publish its statutory individual accounts for that year without also publishing with them its statutory group accounts.

(3) An LLP’s “statutory accounts” are its accounts for a financial year as required to be delivered to the registrar under section 441.

(4) If an LLP contravenes any provision of this section, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Requirements in connection with publication of non-statutory accounts

435.— (1) If an LLP publishes non-statutory accounts, it must publish with them a statement indicating—

(a) that they are not the LLP’s statutory accounts,

(b) whether statutory accounts dealing with any financial year with which the non-statutory accounts purport to deal have been delivered to the registrar, and

(c) whether an auditor’s report has been made on the LLP’s statutory accounts for any such financial year, and if so whether the report—

(i) was qualified or unqualified, or included a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, or

(ii) contained a statement under section 498(2) (accounting records or returns inadequate or accounts not agreeing with records and returns), or section 498(3) (failure to obtain necessary information and explanations).

(2) The LLP must not publish with non-statutory accounts the auditor’s report on the LLP’s statutory accounts.

(3) References in this section to the publication by an LLP of “non-statutory accounts” are to the publication of—

(a) any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year of the LLP, or

(b) an account in any form purporting to be a balance sheet or profit and loss account for a group headed by the LLP relating to, or purporting to deal with, a financial year of the LLP,

otherwise than as part of the LLP’s statutory accounts.

(4) In subsection (3)(b) “a group headed by the LLP” means a group consisting of the LLP and any other undertaking (regardless of whether it is a subsidiary undertaking of the LLP) other than a parent undertaking of the LLP.

(5) If an LLP contravenes any provision of this section, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Meaning of “publication” in relation to accounts and auditor’s report

436.— (1) This section has effect for the purposes of—

• section 433 (name of signatory to be stated in published copies of accounts),

• section 434 (requirements in connection with publication of statutory accounts), and

• section 435 (requirements in connection with publication of non-statutory accounts).

(2) For the purposes of those sections an LLP is regarded as publishing a document if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.”