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

[F1 Exemption from audit: qualifying subsidiaries U.K.

34A.   Sections 479A, 479B and 479C apply to LLPs, modified so that they read as follows—

479A    “Subsidiary LLPs: conditions for exemption from audit

(1) An LLP is exempt from the requirements of this Act relating to the audit of individual accounts for a financial year if—

(a) it is itself a subsidiary undertaking, and

(b) its parent undertaking is established under the law of [F2 any part of the United Kingdom].

(2) Exemption is conditional upon compliance with all of the following conditions—

(a) all members of the LLP must agree to the exemption in respect of the financial year in question,

(b) the parent undertaking must give a guarantee under section 479C in respect of that year,

(c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with—

[F3 (i) if the undertaking is a company, the requirements of Part 15 of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or]

(ii) [F4 UK-adopted international accounting standards (within the meaning given by section 474(1))],

(d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirements of this Act relating to the audit of individual accounts by virtue of this section,

(e) the designated members of the LLP must deliver to the registrar on or before the date that they file the LLP’s accounts for that year—

(i) a written notice of the agreement referred to in subsection (2)(a),

(ii) the statement referred to in section 479C(1),

(iii) a copy of the consolidated accounts referred to in subsection 2(c),

(iv) a copy of the consolidated annual report drawn up by the parent undertaking, and

(v) a copy of the auditor’s report on those accounts.

(3) This section has effect subject to—

• section 475(2) and (3) (requirements as to statements contained in balance sheet).

479B     LLPs excluded from the subsidiary LLPs audit exemption

An LLP is not entitled to the exemption conferred by section 479A (subsidiary LLPs) if it was at any time within the financial year in question—

[F5 (za) a traded LLP as defined in section 474(1),]

(a) an LLP that—

(i) is an authorised insurance company, a banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company, [F6 or]

(ii) carries on insurance market activity, or

[F7 (iii) is a scheme funder of a Master Trust scheme within the meanings given by section 39(1) of the Pension Schemes Act 2017 [F8 or section 39(1) of the Pension Schemes Act (Northern Ireland) 2021] (interpretation of Part 1), or]

(b) an employers’ association as defined in section 122 of the Trade Union and Labour Relations (Consolidation) Act 1992 (c 52) or Article 4 of the Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807) (NI 5).

479C    Parent undertaking declaration of guarantee of subsidiary’s liabilities

(1) A guarantee is given by a parent undertaking under this section when the designated members of the subsidiary LLP deliver to the registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.

(2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify—

(a) the name of the parent undertaking,

[F9 (b) the registered number (if any) of the parent undertaking,]

F10 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,

(e) the date of the statement, and

(f) the financial year to which the guarantee relates.

(3) A guarantee given under this section has the effect that—

(a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and

(b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities”.]

Textual Amendments

F1 Reg. 34A inserted (with effect in relation to accounts for financial years ending on or after 1.10.2012) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 2, 20(4)

F2 Words in reg. 34A substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 50(b)(i) (as substituted by S.I. 2019/1392, regs. 1(2), 7) (with transitional provisions in S.I. 2019/177, Sch. 4 para. 1(za)); 2020 c. 1, Sch. 5 para. 1(1)

F3 Words in reg. 34A substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 50(b)(ii) (as substituted by S.I. 2019/1392, regs. 1(2), 7) (with transitional provisions in S.I. 2019/177, Sch. 4 para. 1(za)); 2020 c. 1, Sch. 5 para. 1(1)

F4 Words in reg. 34A substituted (31.12.2020 with effect in relation to accounts for financial years beginning on or after IP completion day) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 58(8) (with reg. 1(3)-(8), Sch. 1 para. 65); 2020 c. 1, Sch. 5 para. 1(1)

F5 Words in reg. 34A inserted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 22(3)

F6 Word in reg. 34A omitted (E.W.S.) (1.10.2018) by virtue of The Occupational Pension Schemes (Master Trusts) Regulations2018 (S.I. 2018/1030), regs. 1(2), 31(5)(a)

F7 Words in reg. 34A inserted (E.W.S.) (1.10.2018) by The Occupational Pension Schemes (Master Trusts) Regulations2018 (S.I. 2018/1030), regs. 1(2), 31(5)(b)

F8 Words in reg. 34A inserted (N.I.) (29.9.2023) by The Occupational Pension Schemes (Master Trusts) (No. 2) Regulations (Northern Ireland) 2023 (S.R. 2023/148), regs. 1, 31(5)

F9 Words in reg. 34A substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 50(c)(i) (as substituted by S.I. 2019/1392, regs. 1(2), 7); 2020 c. 1, Sch. 5 para. 1(1)

F10 Words in reg. 34A omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 50(c)(ii) (as substituted by S.I. 2019/1392, regs. 1(2), 7); 2020 c. 1, Sch. 5 para. 1(1)