Limited Liability Partnerships (LLPs’) should have an agreement (which I will call the "LLP agreement" in this article) which sets out, among other things, how the LLP is controlled and how profits are shared between the members.

Because LLP agreements differ widely, accountants look to the Statement of Recommended Practice Accounting by Limited Liability Partnerships (‘LLP SORP’). This describes how to interpret your LLP agreement in order to apply UK GAAP (FRS 102) to your LLP.

One of the key areas covered by the LLP SORP is how to account for the remuneration of the LLP’s members, making a distinction between two categories, as follows: 

• Members’ remuneration charged as an expense; and 

• Allocation of profit. 

This article explains what these terms mean, and how this affects the accounts of your LLP – and explains that the accounting and tax might be quite different.

Understanding presentation of members’ remuneration

The LLP SORP contains the following table – but what does this mean in practice?

Members’ remuneration charged as an expense 

This means amounts that members are contractually entitled to receive: the LLP has no choice or discretion to withhold payment.

This includes:

• "salaries" - Salaries of members who are employees.

• “salary-like” - Other contractual payments that are not salary. These payments might be referred to in the LLP agreement as something like “fixed draw” or “priority share”. The name used is not important, the key point is that the member is contractually entitled to the amount and it cannot be demanded back by the LLP (e.g. if the LLP makes a loss), a bit like a salary.

• “interest” - Member may be entitled to interest on capital contributed, or similar payments.

• “automatic” - Shares of profit that a member is entitled to receive e.g. if the LLP agreement states that all profits are divided as they are made, e.g. in accordance with percentage shares, and the LLP does not have the unconditional right to withhold payment of these amounts.

The accounting entry is: DR Members’ remuneration as an expense (P&L), CR Amounts due to/from members (balance sheet)

Allocations (or distributions) of profit

Where there is no automatic division of profits because the LLP has an unconditional right to avoid delivering cash or other assets until those profits are divided by a decision taken by the LLP, they are shown within equity as an undivided amount available for appropriation (like retained earnings for a company).

Profit allocations or divisions of profits are accounted for in a similar way to equity dividends declared by a company (so are “dividend-like”): when the LLP makes the decision to divide the profits, the reserves are reduced by that amount and the amounts become payable to the members.

The accounting entry is: DR Allocation of profit (balance sheet), CR Amounts due to/from members (balance sheet).

It is also possible to allocate losses however this will result in there being amounts due from members in respect of the losses (so implying that the members would be required to “make good” that loss).

Combinations

It is possible that a combination of the above may arise: for example, if 90% of profits are automatically divided with the remainder at the discretion of the LLP after year end, the 90% will be treated as an expense and the remainder will remain in reserves at year end and be treated as an allocation of profit in the following year.

Timing of profit allocations in LLP accounting

The LLP agreement usually states when profits will be divided amongst the members and the timing of this is key to the presentation of the accounts.

Profit allocations can be made in the year that the profits were made or after signing the accounts (i.e. are presented in reserves at year end, similar to retained earnings of a company before a dividend is declared). The entry for allocations of profit is DR Reserves, CR Amounts due to/from members.

• Profit allocation after year end If the LLP makes a profit in the year, this amount will sit as a credit in reserves until the accounting profits are allocated in the following year. 

• Interim profit allocation The LLP agreement might state that the LLP can make interim allocations of profit. These interim allocations are then classed as ‘other division of profits’ in the ‘Reconciliation of members’ interests’ in the accounts. This would then net off against any drawings made by members, reducing any overdrawn balance on their current accounts.

If the timing of the cash payments and the accounting profit allocations differs, there may accordingly be amounts due to or from members at the year end.

This is useful to bear in mind when drafting your LLP agreement: if it says profits will be allocated "after the year end" or "when the audited accounts have been signed”, the profits will remain in reserves at year end in the accounts, and there may be larger balances shown as due from members. This can be avoided by allocating profits at interim stages (e.g. in line with drawings taken) or by revising the LLP agreement to ensure profits are automatically or contractually allocated as described above.

Drawings/cash payments to members 

Actual cash payments to members are distinct from the remuneration itself. The accounting entry is: DR Amounts due to/from members (balance sheet), CR Cash (balance sheet).

This is offset by the “members’ remuneration as an expense” or allocation of profit accounting entries above.

A cash payment in advance of profits being allocated results in amounts being presented as being owed back to the LLP until the profits are allocated, which may not be until after the accounts have been audited.

Some LLP agreements may say that drawings are not repayable. In that case, there is an immediate interim profit allocation to the member as well (see above).

Does the presentation and timing of the profit allocations in the accounts have a tax impact? 

In short, no.

LLPs are special entities that are accounted for (and have limited liability) like companies but are taxed like partnerships. LLPs are not subject to tax in their own right: any taxable profits are instead divided amongst the LLP’s members and are taxed on the members.

Note that taxable profits are different from the accounting profits. They may be higher or lower as some expenses may be disallowed or some tax deductions such as capital allowances may be made. Members; remuneration as an expense for non-employee members is not deducted when arriving at this taxable profit figure. For example, if my accounting profit after members’ remuneration is £100k, my taxable profits might be £100k + members’ remuneration of £150k + disallowed expenses of £10k = £260k – a very different figure.

In terms of timing, all of the taxable profits of the LLP must be allocated between members and taxed in the year that they arise, regardless of when the accounting profits are allocated in the financial statements or when cash has been paid to the members.

If the LLP has taxable losses, these must be allocated to members for tax, but they do not have to be allocated to members for accounting purposes and can remain in reserves (as long as the LLP agreement allows this).

Tax of members with “members’ remuneration charged as an expense”

Anti-tax avoidance legislation applies to LLPs. This includes “salaried members’ rules” which are intended to identify members who should be taxed as employees rather than on a self-employed basis. When setting up your LLP, it is important to understand this legislation to ensure that the tax position of the members is clear.

If an individual member is deemed to be a “salaried member” under tax law, they are subject to PAYE and Class 1 National Insurance contributions (NICs) on their income from the LLP like an employee (and the LLP would pay NIC) rather than being taxed as a self-employed individual.

If a member is deemed to be a “salaried member” under the tax rules, then their fixed remuneration (excluding any discretionary bonus) would be included in “members’ remuneration charged as an expense” in the accounts.

It is very important to note that the inverse is not the case: a member whose payments are included in “members’ remuneration charged as an expense” will not necessarily be taxed like an employee because the rules are different, therefore this accounting presentation will not contradict your tax analysis.

The above is a summary of the relevant accounting rules but is by no means comprehensive. If you would like to discuss accounting by your LLPs (and any practical or tax implications), please get in touch via the form below.