Medium-sized LLPs
26. Sections 465 to 467(1) apply to LLPs, modified so that they read as follows—
“LLPs qualifying as medium-sized: general
465.—(1) An LLP qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year.
(2) An LLP qualifies as medium-sized in relation to a subsequent financial year—
(a)if the qualifying conditions are met in that year and the preceding financial year;
(b)if the qualifying conditions are met in that year and the LLP qualified as medium-sized in relation to the preceding financial year;
(c)if the qualifying conditions were met in the preceding financial year and the LLP qualified as medium-sized in relation to that year.
(3) The qualifying conditions are met by an LLP in a year in which it satisfies two or more of the following requirements—
| 1. | Turnover | Not more than £25.9 million |
| 2. | Balance sheet total | Not more than £12.9 million |
| 3. | Number of employees | Not more than 250 |
(4) For a period that is an LLP’s financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
(5) The balance sheet total means the aggregate of the amounts shown as assets in the LLP’s balance sheet.
(6) The number of employees means the average number of persons employed by the LLP in the year, determined as follows—
(a)find for each month in the financial year the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
(b)add together the monthly totals, and
(c)divide by the number of months in the financial year.
(7) This section is subject to section 466 (LLPs qualifying as medium-sized: parent LLPs).
LLPs qualifying as medium-sized: parent LLPs
466.—(1) A parent LLP qualifies as a medium-sized LLP in relation to a financial year only if the group headed by it qualifies as a medium-sized group.
(2) A group qualifies as medium-sized in relation to the parent LLP’s first financial year if the qualifying conditions are met in that year.
(3) A group qualifies as medium-sized in relation to a subsequent financial year of the parent LLP—
(a)if the qualifying conditions are met in that year and the preceding financial year;
(b)if the qualifying conditions are met in that year and the group qualified as medium-sized in relation to the preceding financial year;
(c)if the qualifying conditions were met in the preceding financial year and the group qualified as medium-sized in relation to that year.
(4) The qualifying conditions are met by a group in a year in which it satisfies two or more of the following requirements—
| 1. | Aggregate turnover | Not more than £25.9 million net (or £31.1 million gross) |
| 2. | Aggregate balance sheet total | Not more than £12.9 million net (or £15.5 million gross) |
| 3. | Aggregate number of employees | Not more than 250 |
(5) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 465 for each member of the group.
(6) In relation to the aggregate figures for turnover and balance sheet total—
“net” means after any set-offs and other adjustments made to eliminate group transactions—
in the case of non-IAS accounts, in accordance with Schedule 3 to the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1913),
in the case of IAS accounts, in accordance with international accounting standards; and
“gross” means without those set-offs and other adjustments.
An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
(7) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is—
(a)if its financial year ends with that of the parent LLP, that financial year, and
(b)if not, its financial year ending last before the end of the financial year of the parent LLP.
If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.
LLPs excluded from being treated as medium-sized
467.—(1) An LLP is not entitled to take advantage of any of the provisions of this Part relating to LLPs qualifying as medium-sized if it was at any time within the financial year in question—
(a)an LLP whose securities are admitted to trading on a regulated market in an EEA State,
(b)an LLP that—
(i)has permission under Part 4 of the Financial Services and Markets Act 2000 (c.8) to carry on a regulated activity, or
(ii)carries on insurance market activity, or
(c)a member of an ineligible group.
(2) A group is ineligible if any of its members is—
(a)a public company,
(b)a body corporate (other than a company) whose shares are admitted to trading on a regulated market,
(c)a person (other than a small company or small LLP) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity,
(d)a small company or small LLP that is an authorised insurance company, a banking company or banking LLP, an e-money issuer, a MiFID investment firm or a UCITS management company, or
(e)a person who carries on insurance market activity.
(3) An LLP is a small LLP for the purposes of subsection (2) if it qualified as small in relation to its last financial year ending on or before the end of the financial year in question.”
Sections 465(3) and 466(4) were amended by regulation 4 of S.I. 2008/393, and section 467 was amended by regulation 3(3) of S.I. 2007/2932 and by regulation 7 of S.I. 2008/393 (in the latter case in manner not relevant to these Regulations.