Glossary

Partnership Filed Accounts

Clifford McDowell

The Partnerships (Accounts) Regulations 2008 require members of a ‘qualifying partnership’ to prepare accounts, those members that are also limited companies must attach to their own filed accounts for filing with Companies House.

A qualifying partnership is a partnership formed under the law of any part of the United Kingdom if each of the members (or in the case of a limited partnership, each of its general partners) is:

  • a limited company
  • an unlimited company each of whose members is a limited company
  • a Scottish limited partnership, each of whose general partners is a limited company
  • any other Scottish partnership, each of whose members is a limited company

(a) Any reference above to a limited company, an unlimited company, or a partnership (including a Scottish partnership) should be understood to include any comparable undertaking formed under the laws of any country or territory outside the United Kingdom.

(b) For a qualifying partnership that is a limited partnership:

    • the requirement for the members to deliver accounts to Companies House only extends to the general partners in the qualifying partnership
    • in this article, a reference to the “members” of a qualifying partnership should be understood to refer only to the general partners

(c ) If any “members” of a qualifying partnership is a Scottish partnership, or an unlimited company, the requirement to deliver accounts to Companies House also extends to the members of that under taking, though if it is a Scottish limited partnership, the requirement only extends to the general partners.

(d ) Where any “member” of a qualifying partnership is an undertaking comparable to a company or a Scottish partnership formed under the laws of any country or territory outside the UK, the requirement to deliver accounts extends to the members of that undertaking comparable to the members or general partners (as appropriate) in a comparable UK undertaking.

Requirement for the partnership to prepare accounts

The members of the qualifying partnership must prepare audited accounts as if the qualifying partnership was a limited company. The accounts must conform to the requirements of the Companies Act 2006 and related regulations.

Under regulation 7 of The Partnerships (Accounts) Regulations 2008, the members of a qualifying partnership do not have to prepare partnership accounts if the partnership is dealt with on a consolidated basis in group accounts prepared by either:

  • a member of the qualifying partnership which is established under the law of a member state of the European Economic Area (EEA)
  • a parent undertaking of such a member

In these cases, the group accounts must be prepared and audited under the law of the European Economic Area State in accordance with the Seventh Company Law Directive or International Accounting Standards. A note to the group accounts must disclose that advantage has been taken of this exemption.

Period for which the members must prepare the partnership accounts

The accounts may cover any period up to 18 months which may be specified in the partnership agreement. If the partnership agreement does not specify a period, the members, must draw up the accounts for each 12 month period ending on 31 March in each year.

Amendments to the Partnerships (Accounts) Regulations 2008 were made by the Companies and Partnerships (Accounts and Audit) Regulations 2013. These apply to accounting years beginning on or after 1 October 2013. So if the partnership agreement does not specify an accounting period, the first accounting period that would be subject to the amended regulations would be the financial year ending on 31 March 2015.

Deadline for preparing partnership accounts

You must prepare the partnership accounts within a period of 9 months after the end of the financial year.

Deadline for delivering and publishing partnership accounts

If you are a limited company which is a member of a qualifying partnership, you must attach the partnership accounts to the next accounts which you deliver to Companies House. You must also supply to any person upon request:

  • the name of each member required to deliver copies of the partnership accounts to Companies House
  • the name of each member incorporated in another EEA State who is required to publish the partnership accounts in that state

When none of the members of a qualifying partnership is a limited company, or an undertaking comparable to a limited company incorporated in another EEA State, then the partnership must make their accounts available for inspection by any person, without charge, during business hours at the principal place of business of the partnership (together with a certified translation, if the original is not in English). Where the principal place of business has moved outside the UK, for accounting years beginning on or after 1 October 2013, the partnership must make the accounts available for inspection in the same way at:

  • the principal place of business or head office of any “member” of the partnership that has a head office or principal place of business in the UK
  • where no “member” of the partnership has a head office or principal place of business in the UK, at an address in the UK nominated by the “members” of the qualifying partnership.

Each member of the partnership must also, supply to any person on request a copy of the latest accounts of the partnership (together with a translation if the original is not in English). A fee may be charged to cover the administrative cost of supplying the copy, but no more.

Exemptions from the publication rules

Under regulation 7 of The Partnerships (Accounts) Regulations 2008, members of a qualifying partnership do not have to publish partnership accounts if the partnership is dealt with on a consolidated basis in group accounts prepared by either:

  • a member of the qualifying partnership which is established under the law of a member state of the European Economic Area (EEA)
  • a parent undertaking of such a member

In these cases, they must prepare and audit group accounts under the law of the member state in accordance with the Seventh Company Law Directive or international accounting standards. A note to the group accounts must disclose that they have taken advantage of this exemption.

Penalties for qualifying partnerships that are non-compliant

Every member of a qualifying partnership or every director of a company that is a member may be prosecuted and on conviction the court may impose a potentially unlimited fine.

Qualifying partnerships audit requirements

Part 3 of the Partnerships (Accounts) Regulations 2008 contain requirements relating to the appointment and dismissal of auditors, signature of auditors’ reports and disclosure of auditors’ remuneration equivalent to the requirements on companies. 9.

Differences in how these requirements apply for any specific types of qualifying partnership

Some qualifying partnerships that are limited partnerships are now registered as Tax Transparent Funds, with some differences in their Companies House registration. These partnerships also have a separate registration at the Financial Conduct Authority (FCA) as a specific form of UCITS (“Undertaking for Collective Investment in Transferable Securities”).

Other qualifying partnerships are Alternative Investment Funds (AIFs) which also have a separate registration at the Financial Conduct Authority.

Much of the material prepared as part of the accounts and reports of qualifying partnerships in line with the Companies Act 2006 will also be suitable for filing with the FCA to fulfil its filing requirements for UCITS and AIFs. For filing with the FCA, qualifying partnerships that are registered as UCITS or AIFs must comply with the FCA Guidance.

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