The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

Revision of defective accounts U.K.

23.  Sections 454 to 456 apply to LLPs, modified so that they read as follows—

“454.— (1) If it appears to the members of an LLP that the LLP's annual accounts did not comply with the requirements of this Act, they may prepare revised accounts.

(2) Where copies of the previous accounts have been sent out to members or delivered to the registrar, the revisions must be confined to—

(a) the correction of those respects in which the previous accounts did not comply with the requirements of this Act, and

(b) the making of any necessary consequential alterations.

(3) The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373) apply for the purposes of this section with the following modifications—

(a) references to a company include references to an LLP; and

(b) references to a director or to an officer of a company include references to a member of an LLP.

Secretary of State's notice in respect of accounts

455.— (1) This section applies where copies of an LLP's annual accounts have been delivered to the registrar, and it appears to the Secretary of State that there is, or may be, a question whether the accounts comply with the requirements of this Act.

(2) The Secretary of State may give notice to the members of the LLP indicating the respects in which it appears that such a question arises or may arise.

(3) The notice must specify a period of not less than one month for the members to give an explanation of the accounts or prepare revised accounts.

(4) If at the end of the specified period, or such longer period as the Secretary of State may allow, it appears to the Secretary of State that the members have not—

(a) given a satisfactory explanation of the accounts, or

(b) revised the accounts so as to comply with the requirements of this Act,

the Secretary of State may apply to the court.

(5) The provisions of this section apply equally to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

Application to court in respect of defective accounts

456.— (1) An application may be made to the court—

(a) by the Secretary of State, after having complied with section 455, or

(b) by the Financial Reporting Review Panel,

for a declaration (in Scotland, a declarator) that the annual accounts of an LLP do not comply with the requirements of this Act and for an order requiring the members of the LLP to prepare revised accounts.

(2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the registrar for registration.

(3) If the court orders the preparation of revised accounts, it may give directions as to—

(a) the auditing of the accounts, and

(b) the taking of steps by the members to bring the making of the order to the notice of persons likely to rely on the previous accounts,

and such other matters as the court thinks fit.

(4) If the court finds that the accounts did not comply with the requirements of this Act it may order that all or part of—

(a) the costs (in Scotland, expenses) of and incidental to the application, and

(b) any reasonable expenses incurred by the LLP in connection with or in consequence of the preparation of revised accounts,

are to be borne by such of the members as were party to the approval of the defective accounts. For this purpose every member of the LLP at the time of the approval of the accounts shall be taken to have been a party to the approval unless he shows that he took all reasonable steps to prevent that approval.

(5) Where the court makes an order under subsection (4) it shall have regard to whether the members party to the approval of the defective accounts knew or ought to have known that the accounts did not comply with the requirements of this Act, and it may exclude one or more members from the order or order the payment of different amounts by different members.

(6) On the conclusion of proceedings on an application under this section, the applicant must send to the registrar for registration a copy of the court order or, as the case may be, give notice to the registrar that the application has failed or been withdrawn.

(7) The provisions of this section apply equally to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.”