Search Legislation

Advanced Search

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

Help about what version

What Version

Help about advanced features

Advanced Features

Help about opening options

Opening Options

Status:

Point in time view as at 01/04/2019.

Changes to legislation:

There are currently no known outstanding effects for the The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, PART 8. Help about Changes to Legislation

Close

Changes to Legislation

Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.

PART 8U.K.REVISION OF DEFECTIVE ACCOUNTS [F1OR ENERGY AND CARBON REPORT]

Textual Amendments

Revision of defective accounts [F2or energy and carbon report] U.K.

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

“454.—[F3(1)  If it appears to the members of an LLP that the LLP’s annual accounts or the LLP’s energy and carbon report did not comply with the requirements of this Act, they may prepare revised accounts or a revised energy and carbon report.]

(2) Where copies of the previous accounts [F4or energy and carbon report] 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 [F4or energy and carbon report] 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; F5...

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

[F6(c)references to a directors’ report include references to an energy and carbon report;

(d)references to a revised directors’ report include references to revised energy and carbon report except for the purposes of regulation 7;

(e)references to the date on which the original directors’ report was approved by the board of directors include references to the date on which the original energy and carbon report was approved by the members of an LLP;

(f)references to the date on which a revised directors’ report is approved by the board of directors include references to the date on which a revised energy and carbon report is approved by the members of an LLP; and

(g)the reference in regulation 5 to section 419(3) and (4) includes a reference to section 419(2) and (3) as applied and modified by regulation 12B.]

Secretary of State's notice in respect of accounts [F7or energy and carbon report]

455.—(1) This section applies where copies of an LLP's annual accounts [F8or energy and carbon report] 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 [F9or report] 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 [F10or energy and carbon report] or prepare revised accounts [F11or a revised energy and carbon report].

(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 [F12or report], or

(b)revised the accounts [F12or report] 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 [F13and revised energy and carbon reports], in which case they have effect as if the references to revised accounts [F14or reports] were references to further revised accounts [F14or reports].

Application to court in respect of defective accounts [F15or energy and carbon report]

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[F16, or an energy and carbon report does not comply,] with the requirements of this Act and for an order requiring the members of the LLP to prepare revised accounts [F17or a revised report].

(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, F18...

[F19(aa)the revision of any energy and carbon report, 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.

[F20(3A) If the court orders the preparation of a revised energy and carbon report, it may give directions as to—

(a)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 report, and

(b)such other matters as the court thinks fit.]

(4) If the court finds that the accounts [F21or report] 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 [F22or a revised report],

are to be borne by such of the members as were party to the approval of the defective accounts [F21or report]. For this purpose every member of the LLP at the time of the approval of the accounts [F21or report] 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 [F21or report] knew or ought to have known that the accounts [F21or report] 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 [F23and revised energy and carbon reports], in which case they have effect as if the references to revised accounts [F24or reports] were references to further revised accounts [F24or reports].”

Textual Amendments

Disclosure of informationU.K.

24.  Sections 458 to 461 M1 apply to LLPs, modified so that they read as follows—

“Disclosure of information by tax authorities

458.—(1) The Commissioners for Her Majesty's Revenue and Customs may disclose information to the Financial Reporting Review Panel for the purpose of facilitating—

(a)the taking of steps by the Financial Reporting Review Panel to discover whether there are grounds for an application to the court under section 456 (application in respect of defective accounts etc), or

(b)a decision by the Financial Reporting Review Panel whether to make such an application.

(2) This section applies despite any statutory or other restriction on the disclosure of information. Provided that, in the case of personal data within the meaning of the Data Protection Act 1998 (c.29), information is not to be disclosed in contravention of that Act.

(3) Information disclosed to the Financial Reporting Review Panel under this section—

(a)may not be used except in or in connection with—

(i)taking steps to discover whether there are grounds for an application to the court under section 456, or

(ii)deciding whether or not to make such an application,

or in, or in connection with, proceedings on such an application; and

(b)must not be further disclosed except—

(i)to the person to whom the information relates, or

(ii)in, or in connection with, proceedings on any such application to the court.

(4) A person who contravenes subsection (3) commits an offence unless—

(a)he did not know, and had no reason to suspect, that the information had been disclosed under this section, or

(b)he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

(5) A person guilty of an offence under subsection (4) is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

(6) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—

(a)any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and

(b)if the body is a company, any shadow director is treated as an officer of the company.

Power of the Financial Reporting Review Panel to require documents, information and explanations

459.—(1) This section applies where it appears to the Financial Reporting Review Panel that there is, or may be, a question whether an LLP's annual accounts [F25or energy and carbon report] comply with the requirements of this Act.

(2) The Financial Reporting Review Panel may require any of the persons mentioned in subsection (3) to produce any document, or to provide him with any information or explanations, that he may reasonably require for the purpose of—

(a)discovering whether there are grounds for an application to the court under section 456, or

(b)deciding whether to make such an application.

(3) Those persons are—

(a)the LLP;

(b)any member, employee, or auditor of the LLP;

(c)any persons who fell within paragraph (b) at a time to which the document or information required by the Financial Reporting Review Panel relates.

(4) If a person fails to comply with such a requirement, the Financial Reporting Review Panel may apply to the court.

(5) If it appears to the court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.

(6) A statement made by a person in response to a requirement under subsection (2) or an order under subsection (5) may not be used in evidence against him in any criminal proceedings.

(7) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(8) In this section “document” includes information recorded in any form.

Restrictions on disclosure of information obtained under compulsory powers

460.—(1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 459 (power of Financial Reporting Review Panel to require documents etc) that relates to the private affairs of an individual or to any particular business.

(2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.

(3) This does not apply—

(a)to disclosure permitted by section 461 (permitted disclosure of information obtained under compulsory powers), or

(b)to the disclosure of information that is or has been available to the public from another source.

(4) A person who discloses information in contravention of this section commits an offence, unless—

(a)he did not know, and had no reason to suspect, that the information had been disclosed under section 459, or

(b)he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

(5) A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

(6) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—

(a)any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and

(b)if the body is a company, any shadow director is treated as an officer of the company.

Permitted disclosure of information obtained under compulsory powers

461.—(1) The prohibition in section 460 of the disclosure of information obtained in pursuance of a requirement or order under section 459 (power of Financial Reporting Review Panel to require documents etc) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.

(2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the Financial Reporting Review Panel of its functions under section 456.

(3) It does not apply to disclosure to—

(a)the Secretary of State,

(b)the Department of Enterprise, Trade and Investment for Northern Ireland,

(c)the Treasury,

(d)the Bank of England,

[F26(e) Financial Conduct Authority,

(ea)Prudential Regulation Authority, or]

(f)the Commissioners for Her Majesty's Revenue and Customs.

(4) It does not apply to disclosure—

(a)for the purpose of assisting the body known as the Professional Oversight Board established under the articles of association of the Financial Reporting Council Limited (registered number 02486368) to exercise its functions under Part 42 of this Act;

(b)with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties;

(c)for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—

(i)the Companies Acts,

(ii)Part 5 of the Criminal Justice Act 1993 (c.36) (insider dealing),

(iii)the Insolvency Act 1986 (c.45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)),

(iv)the Company Directors Disqualification Act 1986 (c.46) or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)),

(v)the Financial Services and Markets Act 2000 (c.8);

(d)for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies, directors' disqualification or insolvency;

[F27(e) for the purpose of enabling or assisting the Bank of England to exercise its functions when acting otherwise than in its capacity as the Prudential Regulation Authority;]

(f)for the purpose of enabling or assisting the Commissioners for Her Majesty's Revenue and Customs to exercise their functions;

(g)for the purpose of enabling or assisting the [F28Financial Conduct Authority or the Prudential Regulation Authority] to exercise its functions under any of the following—

(i)the legislation relating to friendly societiesF29...,

[F30(ia)the legislation relating to a society, other than a society registered as a credit union, which is—

(aa)a registered society within the meaning given by section 1(1) of the Co-operative and Community Benefit Societies Act 2014, or

(ab)a society registered or deemed to be registered under the Industrial and Provident Societies Act (Northern Ireland) 1969,]

(ii)the Building Societies Act 1986 (c.53),

(iii)Part 7 of the Companies Act 1989 (c.40),

(iv)the Financial Services and Markets Act 2000; or

(h)in pursuance of any Community obligation.

(5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any country or territory outside the United Kingdom that appear to the Financial Reporting Review Panel to be similar to its functions under section 456 for the purpose of enabling or assisting that body to exercise those functions.

(6) In determining whether to disclose information to a body in accordance with subsection (5), the Financial Reporting Review Panel must have regard to the following considerations—

(a)whether the use which the body is likely to make of the information is sufficiently important to justify making the disclosure;

(b)whether the body has adequate arrangements to prevent the information from being used or further disclosed other than—

(i)for the purposes of carrying out the functions mentioned in that subsection, or

(ii)for other purposes substantially similar to those for which information disclosed to the Financial Reporting Review Panel could be used or further disclosed.

(7) Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998 (c.29).”

Textual Amendments

Marginal Citations

M1Sections 458, 460 and 461 were amended by paragraphs 244 to 246 of Schedule 1 to S.I. 2008/948.

Back to top

Options/Help

Print Options

You have chosen to open The Whole Instrument

The Whole Instrument you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Instrument as a PDF

The Whole Instrument you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Instrument without Schedules

The Whole Instrument without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Instrument without Schedules as a PDF

The Whole Instrument without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open the Whole Instrument

The Whole Instrument you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Point in Time: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.

Close

See additional information alongside the content

Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.

Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Memorandum

Explanatory Memorandum sets out a brief statement of the purpose of a Statutory Instrument and provides information about its policy objective and policy implications. They aim to make the Statutory Instrument accessible to readers who are not legally qualified and accompany any Statutory Instrument or Draft Statutory Instrument laid before Parliament from June 2004 onwards.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

Timeline of Changes

This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.

Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as made version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources

The data on this page is available in the alternative data formats listed: