These Regulations may be cited as the Limited Liability Partnerships Regulations 2001 and shall come into force on 6th April 2001.
Specified date: 6 April 2001: see above.
In these Regulations—
“the 1985 Act” means the Companies Act 1985;
“the 1986 Act” means the Insolvency Act 1986;
“the 2000 Act” means the Financial Services and Markets Act 2000;
“devolved”, in relation to the provisions of the 1986 Act, means the provisions of the 1986 Act which are listed in Schedule 4 and, in their application to Scotland, concern wholly or partly, matters which are set out in Section C 2 of Schedule 5 to the Scotland Act 1998 as being exceptions to the reservations made in that Act in the field of insolvency;
“limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement express or implied between the members of the limited liability partnership or between the limited liability partnership and the members of the limited liability partnership which determines the mutual rights and duties of the members, and their rights and duties in relation to the limited liability partnership;
“the principal Act” means the Limited Liability Partnerships Act 2000; and
“shadow member”, in relation to limited liability partnerships, means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act (but so that a person is not deemed a shadow member by reason only that the members of the limited partnership act on advice given by him in a professional capacity).
Specified date: 6 April 2001: see reg 1.
(1) Subject to paragraph (2), the provisions of Part VII of the 1985 Act (Accounts and Audit) shall apply to limited liability partnerships.
(2) The enactments referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;
(c) references to other provisions of the 1985 Act and to provisions of the Insolvency Act 1986 shall include references to those provisions as they apply to limited liability partnerships in accordance with Parts III and IV of these Regulations;
(d) the modifications set out in Schedule 1 to these Regulations; and
(e) such further modifications as the context requires for the purpose of giving effect to those provisions as applied by this Part of these Regulations.
Specified date: 6 April 2001: see reg 1.
(1) The provisions of the 1985 Act specified in the first column of Part I of Schedule 2 to these Regulations shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to the Companies Acts shall include references to the principal Act and regulations made thereunder;
(c) references to the Insolvency Act 1986 shall include references to that Act as it applies to limited liability partnerships by virtue of Part IV of these Regulations;
(d) references in a provision of the 1985 Act to other provisions of that Act shall include references to those other provisions as they apply to limited liability partnerships by virtue of these Regulations;
(e) references to the memorandum of association of a company shall include references to the incorporation document of a limited liability partnership;
(f) references to a shadow director shall include references to a shadow member;
(g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;
(h) the modifications, if any, specified in the second column of Part I of Schedule 2 opposite the provision specified in the first column; and
(i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.
(2) The provisions of the Company Director Disqualification Act 1986 shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to the Companies Acts shall include references to the principal Act and regulations made thereunder and references to the companies legislation shall include references to the principal Act, regulations made thereunder and to any enactment applied by regulations to limited liability partnerships;
(d) references to the Insolvency Act 1986 shall include references to that Act as it applies to limited liability partnerships by virtue of Part IV of these Regulations;
(e) references to the memorandum of association of a company shall include references to the incorporation document of a limited liability partnership;
(f) references to a shadow director shall include references to a shadow member;
(g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;
(h) the modifications, if any, specified in the second column of Part II of Schedule 2 opposite the provision specified in the first column; and
(i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.
Specified date: 6 April 2001: see reg 1.
(1) Subject to paragraphs (2) and (3), the following provisions of the 1986 Act, shall apply to limited liability partnerships—
(a) Parts I, II, III, IV, VI and VII of the First Group of Parts (company insolvency; companies winding up),
(b) the Third Group of Parts (miscellaneous matters bearing on both company and individual insolvency; general interpretation; final provisions).
(2) The provisions of the 1986 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;
(c) references to a shadow director shall include references to a shadow member;
(d) references to the 1985 Act, the Company Directors Disqualification Act 1986, the Companies Act 1989 or to any provisions of those Acts or to any provisions of the 1986 Act shall include references to those Acts or provisions as they apply to limited liability partnerships by virtue of the principal Act;
(e) references to the memorandum of association of a company and to the articles of association of a company shall include references to the limited liability partnership agreement of a limited liability partnership;
(f) the modifications set out in Schedule 3 to these Regulations; and
(g) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.
(3) In the application of this regulation to Scotland, the provisions of the 1986 Act referred to in paragraph (1) shall not include the provisions listed in Schedule 4 to the extent specified in that Schedule.
Specified date: 6 April 2001: see reg 1.
(1) Subject to paragraph (2), sections 215(3),(4) and (6), 356, 359(1) to (4), 361 to 365, 367, 370 and 371 of the 2000 Act shall apply to limited liability partnerships.
(2) The provisions of the 2000 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to body shall include references to a limited liability partnership; and
(c) references to the 1985 Act, the 1986 Act or to any of the provisions of those Acts shall include references to those Acts or provisions as they apply to limited liability partnerships by virtue of the principal Act.
Specified date: 6 April 2001: see reg 1.
The mutual rights and duties of the members and the mutual rights and duties of the limited liability partnership and the members shall be determined, subject to the provisions of the general law and to the terms of any limited liability partnership agreement, by the following rules:
(1) All the members of a limited liability partnership are entitled to share equally in the capital and profits of the limited liability partnership.
(2) The limited liability partnership must indemnify each member in respect of payments made and personal liabilities incurred by him—
(a) in the ordinary and proper conduct of the business of the limited liability partnership; or
(b) in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
(3) Every member may take part in the management of the limited liability partnership.
(4) No member shall be entitled to remuneration for acting in the business or management of the limited liability partnership.
(5) No person may be introduced as a member or voluntarily assign an interest in a limited liability partnership without the consent of all existing members.
(6) Any difference arising as to ordinary matters connected with the business of the limited liability partnership may be decided by a majority of the members, but no change may be made in the nature of the business of the limited liability partnership without the consent of all the members.
(7) The books and records of the limited liability partnership are to be made available for inspection at the registered office of the limited liability partnership or at such other place as the members think fit and every member of the limited liability partnership may when he thinks fit have access to and inspect and copy any of them.
(8) Each member shall render true accounts and full information of all things affecting the limited liability partnership to any member or his legal representatives.
(9) If a member, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, he must account for and pay over to the limited liability partnership all profits made by him in that business.
(10) Every member must account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property of the limited liability partnership, name or business connection.
Specified date: 6 April 2001: see reg 1.
No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.
Specified date: 6 April 2001: see reg 1.
(1) Subject to paragraph (2), the enactments mentioned in Schedule 5 shall have effect subject to the amendments specified in that Schedule.
(2) In the application of this regulation to Scotland—
(a) paragraph 15 of Schedule 5 which amends section 110 of the 1986 Act shall not extend to Scotland; and
(b) paragraph 22 of Schedule 5 which applies to limited liability partnerships the culpable officer provisions in existing primary legislation shall not extend to Scotland insofar as it relates to matters which have not been reserved by Schedule 5 to the Scotland Act 1998.
Specified date: 6 April 2001: see reg 1.
(1) The subordinate legislation specified in Schedule 6 shall apply as from time to time in force to limited liability partnerships and—
(a) in the case of the subordinate legislation listed in Part I of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Companies Act 1985 which are applied by these Regulations;
(b) in the case of the subordinate legislation listed in Part II of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Insolvency Act 1986 which are applied by these Regulations; and
(c) in the case of the subordinate legislation listed in Part III of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Business Names Act 1985 and the Company Directors Disqualification Act 1986 which are applied by these Regulations.
(2) In the case of any conflict between any provision of the subordinate legislation applied by paragraph (1) and any provision of these Regulations, the latter shall prevail.
Specified date: 6 April 2001: see reg 1.
Kim Howells,
Parliamentary Under-Secretary of State,
for Consumers and Corporate Affairs,
Department of Trade and Industry
19th March 2001
| Provision of Part VII | Modification | ||
| Section 222 (Where and for how long accounting records to be kept) | |||
| subsection (5) | In paragraph (a), omit the words “in the case of a private company,” and the word “and”. | ||
| Omit paragraph (b). | |||
| Section 224 (accounting reference periods and accounting reference date) | |||
| subsections (2) and (3) | Omit subsections (2) and (3). | ||
| subsection (3A) | Omit the words “incorporated on or after 1st April 1996”. | ||
| Section 225 (alteration of accounting reference date) | |||
| subsection (5) | For the words “laying and delivering accounts and reports” substitute “delivering the accounts and the auditors' report”. | ||
| Section 228 (exemption for parent companies included in accounts of larger group) | Omit subsection (4). | ||
| Section 231 (disclosure required in notes to accounts: related undertakings) | |||
| subsection (3) | Omit the words from “This subsection” to the end. | ||
| Section 232 (disclosure in notes to accounts: emoluments etc of directors and others) | Omit section 232, save that Schedule 6 shall apply for the purpose of paragraph 56A of Schedule 4, as inserted by this Schedule. | ||
| Section 233 (approval and signing of accounts) | |||
| subsection (1) | For subsection (1) substitute— | ||
| “(1) A limited liability partnership's annual accounts shall be approved by the members, and shall be signed on behalf of all the members by a designated member.”. | |||
| subsection (3) | Omit the words from “laid before” to “otherwise”, and for the words “the board” substitute “the members of the limited liability partnership”. | ||
| subsection (4) | For the words “the board by a director of the company” substitute “the members by a designated member”. | ||
| subsection (6) | In paragraph (a), omit the words “laid before the company, or otherwise”. | ||
| Sections 234 (duty to prepare directors' report) and 234A (approval and signing of directors' report) | Omit sections 234 and 234A. | ||
| Section 235 (auditors' report) | |||
| subsection (1) | For subsection (1) substitute— | ||
| “(1) The limited liability partnership's annual accounts shall be submitted to its auditors, who shall make a report on them to the members of the limited liability partnership.”. | |||
| subsection (3) | Omit subsection (3). | ||
| Section 236 (signature of auditors' report) | |||
| subsection (2) | For subsection (2) substitute— | ||
| “(2) Every copy of the auditors' report which is circulated, published or issued shall state the names of the auditors.”. | |||
| subsection (4) | In paragraph (a) omit the words “laid before the company, or otherwise”. | ||
| Section 237 (duties of auditors) | |||
| subsection (4) | Omit subsection (4). | ||
| Section 238 (persons entitled to receive copies of accounts and report) | |||
| subsection (1) | For subsection (1) substitute— | ||
| “(1) A copy of the limited liability partnership's annual accounts, together with a copy of the auditors' report on those accounts, shall be sent to every member of the limited liability partnership and to every holder of the limited liability partnership's debentures, within one month of their being signed in accordance with section 233(1) and in any event not later than 10 months after the end of the relevant accounting reference period.” | |||
| subsection (2) | (a) In paragraph (a), omit the words from “who is” to “meetings and”, and (b) in paragraph (b) and (c), omit the words “shares or” in both places where they occur. | ||
| subsections (3) and (4) | Omit subsections (3) and (4). | ||
| subsection (4A) | Omit the words “, of the directors' report”. | ||
| subsections (4C) to (4E) | Omit subsections (4C) to (4E). | ||
| Section 239 (right to demand copies of accounts and report) | |||
| subsection (1) | Omit the words “and directors' report”. | ||
| subsection (2B) | Omit subsection (2B). | ||
| Section 240 (requirements in connection with publication of accounts) | |||
| subsection (1) | Omit the words from “or, as the case may be,” to the end. | ||
| subsection (3) | (a) In paragraph (c) omit the words from “and, if no such report has been made”, to “any financial year”, | ||
| (b) in paragraph (d), omit the words “or whether any report made for the purposes of section 249A(2) was qualified”, and | |||
| (c) omit the words “or any report made for the purposes of section 249A(2)”. | |||
| Section 241 (accounts and report to be laid before general meeting) | Omit section 241. | ||
| Section 242 (accounts and report to be delivered to registrar) | |||
| subsection (1) | (a) For the words “The directors of a company” substitute “The designated members of a limited liability partnership”, | ||
| (b) omit the words “a copy of the directors' report for that year and”, | |||
| (c) for the words “or reports” substitute “or that report”, and | |||
| (d) for the words “the directors shall annex” substitute “the designated members shall annex”. | |||
| subsection (2) | (a) For the words “laying and delivering accounts and reports”, substitute “delivering the accounts and the auditors' report”, and | ||
| (b) for the word “director” substitute the words “designated member”. | |||
| subsection (3) | For the words “the directors” in each place where they occur substitute the words “the designated members”. | ||
| subsection (4) | For the words “laying and delivering accounts and reports”, substitute “delivering the accounts and the auditors' report”. | ||
| Section 242A (civil penalty for failure to deliver accounts) | |||
| subsection (1) | (a) For the words “laying and delivering accounts and reports” substitute “delivering the accounts and the auditors' report”, and | ||
| (b) for the words “the directors” substitute “the designated members”. | |||
| subsection (2) | (a) For the words “laying and delivering accounts and reports” substitute “delivering the accounts and the auditors' report”, | ||
| (b) omit the words ,”and whether the company is a public or private company,”, | |||
| (c) omit the heading “Public company” and all entries under it, and | |||
| (d) for the heading “Private company” substitute “Amount of penalty”. | |||
| Section 242B (delivery and publications of accounts in euros) | |||
| subsection (2) | For the words “the directors of a company” substitute “the designated members of a limited liability partnership”. | ||
| Section 243 (accounts of subsidiary undertakings to be appended in certain cases) | |||
| subsection (4) | For the words “the directors” substitute “the designated members”. | ||
| Section 244 (period allowed for delivering accounts and report) | |||
| subsection (1) | For subsection (1), substitute the following— | ||
| “(1) The period allowed for delivering the accounts and the auditors' report is 10 months after the end of the relevant accounting reference period. | |||
| This is subject to the following provisions of this section.” | |||
| subsection (2) | In paragraph (a), omit the words “or 7 months, as the case may be,”. | ||
| subsection (3) | (a) For the words “the directors” substitute “the designated members”, and | ||
| (b) in paragraph (b), for the words “laying and delivering accounts and reports” substitute “delivering the accounts and the auditors' report”. | |||
| subsection (4) | For the words “laying and delivering accounts” substitute “delivering the accounts and the auditors' report”. | ||
| Section 245 (voluntary revision of accounts) | |||
| subsection (1) | Omit the words ,”or any directors' report,” and the words “or a revised report”. | ||
| subsection (2) | (a) Omit the words “or report” in both places where they occur, and | ||
| (b) omit the words “laid before the company in general meeting or”. | |||
| subsection (3) | Omit the words “or a revised directors' report”. | ||
| subsection (4) | (a) In paragraph (a), omit the words “or report”, | ||
| (b) in paragraph (b), omit the words “or reporting accountant” and the words “or report”, and | |||
| (c) in paragraph (c)— | |||
| (i) for the words “previous accounts or report” substitute “previous accounts”, | |||
| (ii) omit sub-paragraph (ii), and | |||
| (iii) omit the words from “,or where a summary financial statement” to the end. | |||
| Section 245A (Secretary of State's notice in respect of annual accounts) | |||
| subsection (1) | For the words from “copies of” to “general meeting or” substitute “a copy of a limited liability partnership's annual accounts has been”. | ||
| Section 245B (application to court in respect of defective accounts) | |||
| subsection (3) | Omit paragraph (b). | ||
| Section 246 special provisions for small companies) | |||
| subsection (3) | Omit paragraph (a), and paragraph (b) (ii), (iii) and (iv). | ||
| subsection (4) | Omit subsection (4). | ||
| subsection (5) | (a) For the words “the directors of the company” substitute “the designated members of the limited liability partnership”, and | ||
| (b) omit paragraph (b). | |||
| subsection (6) | Omit paragraphs (b) and (c). | ||
| subsection (8) | Omit paragraph (b) and the words “, in the report” and “, 234A”. | ||
| Section 246A (special provisions for medium-sized companies) | |||
| subsection (3) | (a) For the words “The company” substitute “The designated members”, and | ||
| (b) for paragraph (a), substitute the following— | |||
| “(a) which includes a profit and loss account in which the following items listed in the profit and loss account formats set out in Part I of Schedule 4 are combined as one item under the heading gross profit or loss”— | |||
| Items 1 to 3 and 6 in Format 1 | |||
| Items 1 to 5 in Format 2.”. | |||
| Section 247 (qualification of company as small or medium sized) | |||
| subsection (5) | In paragraph (a), for the words “items A to D” substitute “items B to D”. | ||
| Section 247A (cases in which special provisions do not apply) | |||
| subsection (1) | Omit paragraphs (a)(i) and (ii). | ||
| Section 247B (special auditors' report) | |||
| subsection (1) | (a) In paragraph (a), for the words “the directors of a company” substitute “the designated members of a limited liability partnership”, and | ||
| (b) in paragraph (b) omit the words “or (2)”. | |||
| Section 249A (exemptions from audit) | |||
| subsection (2) | Omit subsection (2). | ||
| subsection (3A) | Omit subsection (3A). | ||
| subsection (4) | Omit subsection (4). | ||
| subsection (6) | Omit the words “or gross income”. | ||
| subsection (6A) | Omit the words “or (2)”. | ||
| subsection (7) | Omit the words from “, and 'gross income'” to the end. | ||
| Section 249AA (dormant companies) | |||
| subsection (1) | For the words section 249B(2) to (5) substitute “section 249B (4) and (5)”. | ||
| subsection (2) | In paragraph (a), for the words “section 247A(1)(a)(i) or (b)” substitute “section 247A(1)(b)”. | ||
| subsection (3) | Omit paragraph (a). | ||
| subsection (5) | In paragraph (b), omit the words “(6) or”. | ||
| subsection (6) | Omit subsection (6). | ||
| subsection (7) | In paragraph (a), for the words “section 28 (change of name)” substitute “paragraph 5 of the Schedule to the Limited Liability Partnerships Act 2000”. | ||
| Omit paragraph (b). | |||
| Section 249B (cases where audit exemption not available) | |||
| subsection (1) | Omit the words “or (2)” and paragraphs (a) and (b). | ||
| subsection (1C) | For paragraph (b), substitute “that the group's aggregate turnover in that year (calculated in accordance with section 249) is not more than £1 million net (or £1.2 million gross),”. | ||
| subsections (2) and (3) | Omit subsections (2) and (3). | ||
| subsection (4) | (a) Omit the words “or (2)” in both places where they occur, and (b) omit paragraph (b). | ||
| Sections 249C (the report required for the purposes of section 249A(2)) and 249D (the reporting accountant) | Omit sections 249C and 249D. | ||
| Section 249E (effect of exemption from audit) | |||
| subsection (1) | (a) In paragraph (b) omit the words from “or laid” to the end, and | ||
| (b) omit paragraph (c). | |||
| subsection (2) | Omit subsection (2). | ||
| Section 251 (provision of summary financial statement by listed public companies) | Omit section 251. | ||
| Sections 252 and 253 (private company election to dispense with laying of accounts and reports) | Omit section 252 and 253. | ||
| Section 254 (exemption for unlimited companies from requirement to deliver accounts and reports) | Omit section 254. | ||
| Section 255 (special provisions for banking and insurance companies) | Omit section 255. | ||
| Section 255A (special provisions for banking and insurance groups) | Omit section 255A. | ||
| Section 255B (modification of disclosure requirements in relation to banking company or group) | Omit section 255B. | ||
| Section 255D (power to apply provisions to banking partnerships) | Omit section 255D. | ||
| Section 257 (power of Secretary of State to alter accounting requirements) | Omit section 257. | ||
| Section 260 (participating interests) | |||
| subsection (6) | For the words from “, Schedule 8A,” to “Schedule 9A” substitute the words “and Schedule 8A”. | ||
| Section 262 (minor definitions) | |||
| subsection (1) | (a) Omit the definitions of “annual report”, and “credit institution”, and | ||
| (b) insert the following definition at the appropriate place— | |||
| “limited liability partnership” means a limited liability partnership formed and registered under the Limited Liability Partnerships Act 2000;”. | |||
| subsection (2) | Omit subsection (2). | ||
| Section 262A (index of defined expressions) | In the index of defined expressions— | ||
| (a) the entries relating to “annual report” “credit institution” and “reporting accountant”, and all entries relating to sections 255 and 255A and to Schedules 9 and 9A, shall be omitted, and | |||
| (b) the following entry shall be inserted at the appropriate place— | |||
| “limited liability partnership” section 262 . | |||
| Schedule 4 (form and content of company accounts) | |||
| Paragraph 1 | In sub-paragraph (1)(b), for the words “any one of” substitute “either of”. | ||
| Paragraph 3 | In sub-paragraph (2)(b), omit the words “shares or”. | ||
| Omit sub-paragraph (7)(b) and (c). | |||
| Balance Sheet Format 1 | Omit the following items and the notes on the balance sheet formats which relate to them— | ||
| (a) item A (called up share capital not paid), | |||
| (b) item B.III.7 (own shares), | |||
| (c) item C.II.5 (called up share capital not paid), and | |||
| (d) item C.III.2 (own shares). | |||
| For item K (capital and reserves) substitute— | |||
| “K. Loans and other debts due to members (12) | |||
| L. Members' other interests | |||
| I Members' capital | |||
| II Revaluation reserve | |||
| III Other reserves.” | |||
| Balance Sheet Format 2 | Omit the following items and the notes on the balance sheet format which relate to them— | ||
| (a) Assets item A (called up share capital not paid), | |||
| (b) Assets item B.III.7 (own shares), | |||
| (c) Assets item C.II.5 (called up share capital not paid), and | |||
| (d) Assets item C.III.2 (own shares). | |||
| For Liabilities item A (capital and reserves) substitute— | |||
| “A. Loans and other debts due to members (12) | |||
| AA. Members' other interests | |||
| I Members' capital | |||
| II Revaluation reserve | |||
| III Other reserves.” | |||
| Notes on the balance sheet formats | |||
| Note (12) | Substitute the following as Note (12)— | ||
| “(12) Loans and other debts due to members (Format 1, item K and Format 2, item A) | |||
| The following amounts shall be shown separately under this item— | |||
| (a) the aggregate amount of money advanced to the limited liability partnership by the members by way of loan, | |||
| (b) the aggregate amount of money owed to members by the limited liability partnership in respect of profits, | |||
| (c) any other amounts.” | |||
| Profit and Loss Account Formats | In Format 1, for item 20 (profit or loss for the financial year) substitute “20. Profit or loss for the financial year before members' remuneration and profit shares” | ||
| In Format 2, for item 22 (profit or loss for the financial year) substitute “22. Profit or loss for the financial year before members' remuneration and profit shares” | |||
| Omit Profit and Loss Account Formats 3 and 4 and the notes on the profit and loss account formats which relate to them. | |||
| Notes on the profit and loss account Formats | |||
| Note (15) (income from other fixed asset investments: other interest receivable and similar income) | At the end of Note (15) insert the words “Interest receivable from members shall not be included under this item.” | ||
| Note (16) (interest payable and similar charges) | At the end of Note (16) insert “Interest payable to members shall not be included under this item.” | ||
| Accounting principles and rules | |||
| Paragraph 12 | In sub-paragraph (b) omit the words “on behalf of the board of directors”. | ||
| Paragraph 34 | Omit sub-paragraph (3), (3A) and (3B). | ||
| Notes to the accounts | |||
| Paragraph 37 | For the words “38 to 51” substitute the words “41 to 51(1)”. | ||
| Insertion of new paragraph after paragraph 37 | Insert the following new paragraph after paragraph 37— | ||
| “Loans and other debts due to members | |||
| 37A The following information shall be given— | |||
| (a) the aggregate amounts of loans and other debts due to members as at the date of the beginning of the financial year, | |||
| (b) the aggregate amounts contributed by members during the financial year, | |||
| (c) the aggregate amounts transferred to or from the profit and loss account during that year, | |||
| (d) the aggregate amounts withdrawn by members or applied on behalf of members during that year, | |||
| (e) the aggregate amount of loans and other debts due to members as at the balance sheet date, and | |||
| (f) the aggregate amount of loans and other debts due to members that fall due after one year. | |||
| Paragraphs 38 to 40 | Omit paragraphs 38 to 40. | ||
| Paragraphs 49 and 51(2) | Omit paragraphs 49 and 51(2). | ||
| Paragraph 56 | Insert the following paragraph after paragraph 56— | ||
| “Particulars of members | |||
| 56A—(1) Particulars shall be given of the average number of members of the limited liability partnership in the financial year, which number shall be determined by dividing the relevant annual number by the number of months in the financial year. | |||
| (2) The relevant annual number shall be determined by ascertaining for each month in the financial year the number of members of the limited liability partnership for all or part of that month, and adding together all the monthly numbers. | |||
| (3) Where the amount of the profit of the limited liability partnership for the financial year before members' remuneration and profit shares exceeds £200,000, there shall be disclosed the amount of profit (including remuneration) which is attributable to the member with the largest entitlement to profit (including remuneration). | |||
| For the purpose of determining the amount to be disclosed, “remuneration” includes any emoluments specified in paragraph 1(1)(a), (c) or (d) of Schedule 6 to this Act which are paid by or receivable from— | |||
| (i) the limited liability partnership; and | |||
| (ii) the limited liability partnership's subsidiary undertakings; and | |||
| (iii) any other person.”. | |||
| Paragraph 58 | Omit sub-paragraph (3)(c). | ||
| Special provisions where the company is an investment company | |||
| Paragraphs 71 to 73 | Omit paragraphs 71 to 73. | ||
| Schedule 4A (form and content of group accounts) | |||
| Paragraph 1 | Omit sub-paragraph (3). | ||
| Paragraph 10 | Omit sub-paragraph (1)(a) to (c). | ||
| Omit sub-paragraph (2). | |||
| Paragraph 11 | For sub-paragraph (1), substitute— | ||
| “(1) Where a limited liability partnership adopts the merger method of accounting, it must comply with this paragraph, and with generally accepted accounting principles or practice.” | |||
| Omit sub-paragraphs (5) to (7). | |||
| Paragraph 17 | (a) In sub-paragraph (2)(a), for the words “item K” substitute “item L”, | ||
| (b) in sub-paragraph (2)(b), for the words “item A” substitute “item AA”, and | |||
| (c) In sub-paragraphs (3) and (4), omit paragraphs (c) and (d). | |||
| Paragraph 21 | In sub-paragraph (3), omit paragraphs (c) and (d). | ||
| Schedule 5 (disclosure of information: related undertakings) | |||
| Paragraph 6 | Omit paragraph 6. | ||
| Paragraph 9A | Omit paragraph 9A. | ||
| Paragraph 20 | Omit paragraph 20. | ||
| Paragraph 28A | Omit paragraph 28A. | ||
| Schedule 8 (form and content of accounts prepared by small companies) | |||
| Paragraph 1 | In sub-paragraph (1)(b), for the words “any one of” substitute “either of”. | ||
| Paragraph 3 | In sub-paragraph (2)(b), omit the words “shares or”. | ||
| Omit sub-paragraph (7)(b). | |||
| Balance Sheet Format 1 | Omit item A (called up share capital not paid) and note (1) on the balance sheet format. | ||
| For item K (capital and reserves) substitute— | |||
| “K Loans and other debts due to members (9) | |||
| L Members' other interests | |||
| I Members' capital | |||
| II Revaluation reserve | |||
| III Other reserves .” | |||
| Balance Sheet Format 2 | Omit Assets item A (called up share capital not paid) and note (1) on the balance sheet format. | ||
| For Liabilities item A (capital and reserves) substitute— | |||
| A. Loans and other debts due to members (9) | |||
| AA. Members' other interests | |||
| I Members' capital | |||
| II Revaluation reserve | |||
| III Other reserves .” | |||
| Notes on the balance sheet formats | |||
| Note (4) (Others: Other investments) | Omit Note (4). | ||
| Note (9) | Substitute the following as Note (9)— | ||
| “(9) Loans and other debts due to members | |||
| (Format 1, item K and Format 2, item A) | |||
| The following amounts shall be shown separately under this item— | |||
| (a) the aggregate amount of money advanced to the limited liability partnership by the members by way of loan, | |||
| (b) the aggregate amount of money owed to members by the limited liability partnership in respect of profits, | |||
| (c) any other amounts.”. | |||
| Profit and Loss Account Formats | In Format 1, for item 20 (profit or loss for the financial year) substitute “20. Profit or loss for the financial year before members' remuneration and profit shares” | ||
| In Format 2, for item 22 (profit or loss for the financial year) substitute “22. Profit or loss for the financial year before members' remuneration and profit shares” | |||
| Omit Profit and Loss Account Formats 3 and 4 and the notes on the profit and loss account formats which relate to them. | |||
| Notes on the profit and loss account formats | |||
| Note (12) (income from other fixed asset investments: other interest receivable and similar income) | At the end of Note (12) insert the words “Interest receivable from members shall not be included under this item.” | ||
| Note (13) (interest payable and similar charges) | At the end of Note (13) insert “Interest payable to members shall not be included under this item.”. | ||
| Accounting principles and rules | |||
| Paragraph 12 | In sub-paragraph (b), omit the words “on behalf of the board of directors”. | ||
| Paragraph 34 | Omit sub-paragraphs (3), (4) and (5). | ||
| Notes to the accounts | |||
| Paragraph 37 | For the words “Paragraphs 38 to 47” substitute “Paragraphs 40 to 47”. | ||
| Insertion of new paragraph after paragraph 37 | Insert the following new paragraph after paragraph 37— “Loans and other debts due to members 37A The following information shall be given— | ||
| (a) the aggregate amount of loans and other debts due to members as at the date of the beginning of the financial year, | |||
| (b) the aggregate amounts contributed by members during the financial year, | |||
| (c) the aggregate amounts transferred to or from the profit and loss account during that year, | |||
| (d) the aggregate amounts withdrawn by members or applied on behalf of members during that year, | |||
| (e) the aggregate amount of loans and other debts due to members as at the balance sheet date, and | |||
| (f) the aggregate amount of loans and other debts due to members that fall due after one year.” | |||
| Paragraphs 38 and 39 | Omit paragraphs 38 and 39. | ||
| Paragraph 45 | Omit paragraph 45. | ||
| Paragraph 51 | Omit sub-paragraph (3)(c). | ||
| Schedule 8A (form and content of abbreviated accounts of small companies delivered to registrar) | |||
| Balance Sheet Format 1 | Omit item A (called up share capital not paid). For item K (capital and reserves) substitute— | ||
| K Loans and other debts due to members | |||
| L Members' other interests | |||
| I Members' capital | |||
| II Revaluation reserve | |||
| III Other reserves”. | |||
| Balance Sheet Format 2 | Omit Assets item A (called up share capital not paid). | ||
| For Liabilities item A (capital and reserves) substitute— | |||
| “A Loans and other debts due to members | |||
| AA Members' other interests | |||
| I Members' capital | |||
| II Revaluation reserve | |||
| III Other reserves”. | |||
| Notes to the accounts | |||
| Paragraphs 5 and 6 | Omit paragraphs 5 and 6. | ||
| Paragraph 9 | Omit sub-paragraph (3)(c). | ||
Specified date: 6 April 2001: see reg 1.
