The Partnerships (Accounts) Regulations 2008

JurisdictionUK Non-devolved
CitationSI 2008/569

2008No. 569

PARTNERSHIP

The Partnerships (Accounts) Regulations 2008

26thFebruary2008

5thMarch2008

6thApril2008

CONTENTS

PART 1

INTRODUCTION

1. Citation, commencement and application

2. Interpretation

3. Qualifying partnerships

PART 2

PARTNERSHIP ACCOUNTS

4. Preparation of accounts of qualifying partnerships

5. Delivery of accounts of qualifying partnerships to registrar etc.

6. Publication of accounts of qualifying partnerships at head office

7. Exemption from regulations 4 to 6 where accounts consolidated

PART 3

AUDITORS

8. Appointment of auditor

9. Functions of auditor

10. Signature of auditor's report

11. Removal of auditors on improper grounds

12. Duty of auditor to notify supervisory body

13. Duty of members of qualifying partnership to notify supervisory body

14. Statutory auditors

PART 4

OFFENCES

15. Penalties for non-compliance by members of qualifying partnership

16. Penalties for non-compliance by auditors of qualifying partnerships

PART 5

FINAL PROVISIONS

17. Consequential amendments

18. Revocation and transitional provisions etc.

SCHEDULE-

PART 1-

MODIFICATIONS AND ADAPTATIONS FOR PURPOSES OF REGULATION 4

PART 2-

MODIFICATION FOR PURPOSES OF REGULATION 10

The Secretary of State is a Minister designated 1 for the purposes of section 2(2) of the European Communities Act 1972 2 in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation, and in relation to auditors and the audit of accounts.

The Secretary of State makes the following Regulations in exercise of the powers conferred by section 2(2) of that Act and sections 1210(1)(h) and 1292(2) of the Companies Act 2006 3.

PART 1

INTRODUCTION

Citation, commencement and application

1.-

(1) These Regulations may be cited as the Partnerships (Accounts) Regulations 2008.

(2) These Regulations come into force on 6th April 2008 and apply in relation to-

(a) qualifying partnerships' financial years beginning on or after that date, and(b) auditors appointed in respect of those financial years.

Interpretation

2.-

(1) In these Regulations-

"the accounts", in relation to a qualifying partnership, means the annual accounts, the directors' report and the auditor's report required by regulation 4,

"dealt with on a consolidated basis" means dealt with by the method of full consolidation, the method of proportional consolidation or the equity method of accounting,

"financial year", in relation to a qualifying partnership, means any period of not more than 18 months in respect of which a profit and loss account of the partnership is required to be made up by or in accordance with its constitution or, failing any such requirement, each period of 12 months beginning with 1st April,

"the Fourth Directive" means the Fourth Council Directive (78/660/EEC) of 25th July 1978 on the annual accounts of certain types of companies 4,

"general partner" has the same meaning as in the Limited Partnerships Act 1907 5,

"the Large and Medium-sized Companies Accounts Regulations" means the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 6,

"limited company" means a company limited by shares or limited by guarantee,

"limited partnership" means a partnership formed in accordance with the Limited Partnerships Act 1907,

"qualifying partnership" has the meaning given by regulation 3,

"the Seventh Directive" means the Seventh Council Directive (83/349/EEC) of 13th June 1983 on consolidated accounts 7,

"the Small Companies Accounts Regulations" means the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 8,

and except as otherwise provided in these Regulations, words and expressions used in the Companies Act 2006 have the same meaning in these Regulations as they have in that Act.

(2) Any reference in these Regulations to the members of a qualifying partnership is to be construed, in relation to a limited partnership, as a reference to its general partner or partners.

Qualifying partnerships

3.-

(1) A partnership which is formed under the law of any part of the United Kingdom is a qualifying partnership for the purposes of these Regulations if each of its members is-

(a) a limited company, or(b) an unlimited company, or a Scottish partnership, each of whose members is a limited company.

(2) Where the members of a qualifying partnership include-

(a) an unlimited company, or a Scottish partnership, each of whose members is a limited company, or(b) a member of another partnership each of whose members is-(i) a limited company, or(ii) an unlimited company, or a Scottish partnership, each of whose members is a limited company,

any reference in these Regulations to the members of the qualifying partnership includes a reference to the members of that company or other partnership.

(3) The requirements of these Regulations apply without regard to any change in the members of a qualifying partnership which does not result in it ceasing to be such a partnership.

(4) Any reference in paragraph (1) or (2) to a limited company, an unlimited company or a partnership includes a reference to any comparable undertaking incorporated in or formed under the law of any country or territory outside the United Kingdom.

PART 2

PARTNERSHIP ACCOUNTS

Preparation of accounts of qualifying partnerships

4.-

(1) Subject to regulation 7, the persons who are members of a qualifying partnership at the end of any financial year of the partnership must, in respect of that year-

(a) prepare the like annual accounts and directors' report, and(b) cause to be prepared such an auditor's report,

as would be required, if the partnership were a company, under Part 15 (accounts and reports) and Chapter 1 of Part 16 (requirement for audited accounts) of the Companies Act 2006, and under the Small Companies Accounts Regulations or the Large and Medium-sized Companies Accounts Regulations (as the case may be).

(2) Regulations 4 to 6 of the Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) Regulations 2008 9 apply in relation to the accounts required by this regulation as they apply in relation to the annual accounts of a company or group.

(3) The accounts required by this regulation must-

(a) be prepared within the period of 9 months beginning immediately after the end of the partnership's financial year, and(b) state that they are prepared under this regulation.

(4) Part 1 of the Schedule to these Regulations sets out certain modifications and adaptations for the purposes of this regulation.

Delivery of accounts of qualifying partnerships to registrar etc.

5.-

(1) Subject to regulation 7, each limited company which is a member of a qualifying partnership at the end of any financial year of the partnership must append to the copy of its accounts and reports which is next delivered to the registrar in accordance with section 441(1) of the Companies Act 2006 (duty to file accounts and reports with the registrar) a copy of the accounts of the partnership prepared for that year under regulation 4.

(2) Subject to regulation 7, a limited company which is a member of a qualifying partnership must supply to any person upon request-

(a) the name of each member of the partnership which is to deliver, or has delivered, a copy of the latest accounts of the partnership to the registrar under paragraph (1), and(b) the name of each member of the partnership incorporated in a member State other than the United Kingdom which is to publish, or has published, the latest accounts for the partnership in accordance with the provisions of the Fourth or Seventh Directive.

Publication of accounts of qualifying partnerships at head office

6.-

(1) Subject to paragraph (2) and regulation 7, this regulation applies where a qualifying partnership's head office is in the United Kingdom and each of its members is-

(a) an undertaking comparable to a limited company which is incorporated in a country or territory outside the United Kingdom, or(b) an undertaking comparable to an unlimited company or partnership-(i) which is incorporated in or formed under the law of such a country or territory, and(ii) each of whose members is such...

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