Small LLPs filing options FAQs

1. What does a small LLP need to file at Companies House?

Small Limited Liability Partnerships (LLPs) must file at Companies House the same version of its accounts and reports as prepared for its members. This means that if an LLP chooses to abridge all or part of its accounts, it must then file the abridged accounts at Companies House (see questions 9 to 10 for further information on abridged accounts). Similarly, if a small LLP prepares full accounts, it must then file the full accounts at Companies House.

Irrespective of whether a small LLP prepares abridged or full accounts for its members, it will have the option not to file a copy of the profit and loss account with Companies House. Accounts filed without the profit and loss account are sometimes referred to as ‘filleted’ accounts (see questions 2 to 8 for more information).

2. What statements are required in the accounts if I decide not to file a copy of the profit and loss account?

If a small LLP chooses not to file the profit and loss account, then the balance sheet must contain a statement that the accounts have been delivered in accordance with the small LLPs regime.

Additionally, under the regulations, if a small LLP chooses not to file the profit and loss account, the balance sheet delivered to Companies House must disclose that fact.

3. Which notes do I need to include if I decide not to file a copy of the profit and loss account?

If a profit and loss account is not filed, there is no need to file any notes that relate solely to it.

Under the small LLPs regime, the only mandatory note that falls into this category relates to ‘the amount and size of any individual items of income or expense of exceptional size or incidence’. This note can, therefore, be excluded from the accounts filed at Companies House.

Any other notes that are included in the accounts in order to provide a true and fair view may also be omitted from the accounts filed at Companies House if they relate directly to a profit and loss account line item.

Notes specifically relating to the balance sheet and any other notes to the accounts must be included in the accounts filed at Companies House. In our view this includes the entire accounting policies note, including any policies that relate to items appearing in the profit and loss account.

4. Can I exclude details of employee numbers from the ‘filleted’ accounts?

As noted above, if a profit and loss account is not filed, there is no need to file any notes that relate specifically to it. There has, however, been some debate about whether the ‘employee numbers’ note is or isn’t a profit and loss account note and whether it can be omitted. Some of this confusion seems to have arisen as paragraph 1AC.33 of FRS 102 suggests that this information is a note ‘supporting the income statement’.

The consensus view appears to be that the ‘employee numbers’ note is not a note specifically related to the profit and loss account and therefore should be included for filing.

5. If I delete any notes when preparing ‘filleted’ accounts, should I renumber the notes that remain in order to avoid gaps in the sequence?

There is no guidance in the law on this point, although in our view it is reasonable to renumber the remaining notes for the benefit of users. Accounts preparation software may in any case renumber the notes automatically.

6. If I produce any additional primary statements, will I need to file them with the ‘filleted’ accounts?

Section 1A of FRS 102 encourages small LLPs to produce a statement of other comprehensive income and/or a statement of income and retained earnings where they are needed to give a true and fair view.

Some small LLPs may also choose to prepare a statement of comprehensive income or – where eligible – a statement of income and retained earnings. Small LLPs may also choose to prepare a statement of cash flows.

Section 444 of the LLP regulations remains silent as to whether LLPs electing to file ‘filleted’ accounts are required to file these additional primary statements. In our view, there is no need to file any of these statements as they are not specifically mentioned in the LLP regulations, which simply states that a small LLP must deliver a copy of the balance sheet and that it may deliver a copy of the profit and loss account.

7. Do the members need to approve the ‘filleted’ accounts before the accounts are filed?

While the balance sheet filed with Companies House in paper format must include the name of the designated member approving the accounts on behalf of the members, there is no requirement in the law for the members to formally approve the ‘filleted’ accounts. However, in our view it may be advisable for those preparing the ‘filleted’ accounts to ask the members to confirm formally that they consider the accounts suitable for filing, not least to avoid any misunderstanding about what will end up on the public record.

8. Do I need to include the audit report in ‘filleted’ accounts filed at Companies House?

A small LLP that is audited is required to file its audit report only when it has chosen to file a copy of the profit and loss account. A small LLP that does not file its profit and loss account is not required to file its audit report.

If a small LLP that is audited chooses not to file the profit and loss account, the notes to the balance sheet filed at Companies House must disclose:

• whether the auditor’s report was qualified or unqualified;
• if the report was qualified, the basis of the qualification;
• if the report was unqualified, reference should be made to any matters to which the auditor drew attention by way of emphasis; and
• the name of the auditor and the name of the person who signed the auditor’s report as senior statutory auditor or, in circumstances in which the names may be and have been omitted, a statement that a resolution has been passed and notified to the Secretary of State in accordance with s506 of the LLP regulations.

This additional note would only be included in the set of accounts that is filed at Companies House. In our view it could be included as an additional numbered note or simply attached as an additional page in the copy of the accounts that is filed.

9. How do the filing rules apply to abridged accounts?

When a small LLP chooses to abridge all or part of its accounts, it must also deliver to Companies House a statement that all the members have consented to the abridgement. In practice this requirement can be met by including a note in the filed accounts to state that consent has been received. The LLP regulations do not specify whether the statement should be separate from or part of the abridged accounts. Companies House has confirmed to ICAEW that, while they check the entire accounts for the statement, they strongly recommend that it is included on the balance sheet to minimise the risk of it being missed.

Small LLPs that choose to file abridged accounts can elect not to file a copy of the profit and loss account with Companies House ie, they can choose to ‘fillet’ the abridged accounts.

10. What consent is needed before abridged accounts can be prepared?

To prepare abridged accounts the LLP must actively seek the consent of its members and have evidence of their agreement. The consent can be sought only after the year end and before the accounts have been approved and must be obtained for each and every year the LLP wishes to prepare an abridged balance sheet and/or profit and loss account.

11. This all sounds quite complex to me. Is there a concise summary showing what needs to be filed with Companies House in different situations?

Appendix 1 to these FAQs provides a summary of what in our view needs to be filed in a number of common scenarios.

12. Where can I find examples of the various statements and notes that I may need to include in the accounts filed at Companies House?

Appendix 2 to these FAQs includes examples of the statements and notes that will typically be included in ‘filleted’ and abridged accounts.

13. Are any additional resources available?

More information on the small entities regime can be found at icaew.com/smallcompanyreporting.

ICAEW members and ACA students can access a selection of new UK GAAP model accounts and disclosure checklists by visiting www.icaew.com/frs102. It is always important to complete disclosure checklists as relying on software may not always ensure that all of the right disclosures are made. Further resources on the accounting for limited liability partnerships can also be found here.

ICAEW members can contact our Technical Advisory Service on +44 (0)1908 248 250 for confidential, expert advice.

Appendix 1 - Common scenarios under the revised Small LLPs regime

The following table does not identify all the statements that may be required in accounts prepared under the small LLPs regime. Instead, it focuses on any additional statements and notes that may be required in the accounts filed at Companies House, depending on the individual circumstances of the LLP. It does not consider micro-entity accounts.

¹ Whether prepared using Section 1A of FRS 102 or applying FRS 102 in full.

Appendix 2 - Example statements for inclusion in the accounts

Example statement – balance sheet: preparation of accounts

These accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

Example statement – balance sheet: abridged accounts

All of the members have consented to the preparation of abridged accounts in accordance with Section 444(2A) of Companies Act 2006, as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

Example statement – balance sheet: profit and loss account not filed

These accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

In accordance with those provisions the profit and loss has not been delivered to the Register of Companies.