2019 No. 145
The Accounts and Reports (Amendment) (EU Exit) Regulations 2019
Made
Coming into force in accordance with regulation
The Secretary of State is a Minister designated M1 for the purposes of section 2(2) of the European Communities Act 1972 M2 in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation.
The Secretary of State makes these Regulations in exercise of the powers conferred by section 2(2) of that Act, and sections 8(1) and 23(1) of, and paragraph 21 of Schedule 7 to, the European Union (Withdrawal) Act 2018 M3.
In accordance with paragraph 2 of Schedule 2 to the European Communities Act 1972 and paragraphs 1(1) and 15(1) of Schedule 7 to the European Union (Withdrawal) Act 2018 Act, a draft of this instrument has been laid before Parliament and approved by a resolution of each House of Parliament.
1972 c. 68. Section 2(2) was amended by section 27 of the Legislation and Regulatory Reform Act 2006 (c. 51) and by section 3 of, and Part 1 of the Schedule to, the European Union (Amendment) Act 2008 (c. 7).
Citation, commencement and effectI11
1
These Regulations may be cited as the Accounts and Reports (Amendment) (EU Exit) Regulations 2019.
2
These Regulations come into force as follows—
a
this regulation and Schedule 1 come into force on the seventh day after the day on which these Regulations are made;
b
the provisions to which regulation 2 applies have effect in relation to financial years beginning on or after F1IP completion day;
c
the rest of these Regulations come into force on exit day M4.
I22
The provisions to which this regulation applies are—
a
Part 1 of Schedule 2, except—
i
paragraphs 1, 4, 15 and 18(b);
ii
paragraph 18(a), in so far as the new definitions do not apply to enactments which operate by reference to financial years;
b
Part 2 of Schedule 2;
c
Schedule 3, except paragraphs 2, 3, 6, 8 to 11, 14, 18, 22 to 35, 37 and 41.
InterpretationI33
In these Regulations, “financial year” is to be construed in relation to any amendment to an enactment made by these Regulations, as having the same meaning as in that enactment.
Amendments made under section 2(2) of the European Communities Act 1972I44
Schedule 1 contains amendments to primary and secondary legislation which are made under section 2(2) of the European Communities Act 1972.
Amendments made under the European Union (Withdrawal) Act 2018: primary legislationI55
Schedule 2 contains amendments to primary legislation made under the European Union (Withdrawal) Act 2018.
Amendments made under the European Union (Withdrawal) Act 2018: secondary legislationI66
Schedule 3 contains amendments to secondary legislation made under the European Union (Withdrawal) Act 2018.
Transitional provisionI77
1
This regulation applies in relation to financial years that begin before, but end on or after F2IP completion day .
2
The enactments amended by the provisions to which regulation 2 applies, so far as they operate by reference to financial years, as specified in regulation 2, have effect as if the United Kingdom were a member State until the end of the financial year in question.
3
The enactments amended by paragraph 5(a) of Schedule 3 have effect as if Part 14 of the Companies Act 2006 had effect as it had effect immediately before F3IP completion day until the end of the financial year in question.
SCHEDULE 1Amendments made under section 2(2) of the European Communities Act 1972
The Companies Act 2006I81
In the Companies Act 2006 M5, for section 384B(1)(d) M6 (companies excluded from being treated as micro entities) substitute—
d
a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council M7, other than one listed in Article 2 of Directive 2013/36/EU of the European Parliament and of the Council on access to the activity of credit institutions and investment firms M8,
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008I92
In the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 M9, in paragraph 6(3) of Schedule 7 (matters to be dealt with in directors' report: financial instruments), for the words from “Council Directive 78/660/EEC” to the end substitute “
Directive 2013/34/EU of the European Parliament and of the Council on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings M10
”
.
The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008I103
In the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 M11, in regulation 5A (LLPs qualifying as micro-entities) M12, in the modified version of section 384B (LLPs excluded from being treated as micro-entities), for subsection (1)(d) substitute—
d
a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council M13, other than one listed in Article 2 of Directive 2013/36/EU of the European Parliament and of the Council on access to the activity of credit institutions and investment firms M14,
SCHEDULE 2Amendments made under the European Union (Withdrawal) Act 2018: primary legislation
PART 1Amendments to the Companies Act 2006
I111
The Companies Act 2006 is amended in accordance with this Part of this Schedule.
I122
In section 384(2)(b) (companies excluded from the small companies regime), for “regulated market in an EEA State” substitute “
UK regulated market
”
.
I133
In section 384B(1) (companies excluded from being treated as micro entities) M15—
a
in the opening words omit “was”;
b
at the beginning of paragraph (a) insert “
was
”
;
c
in paragraph (b)—
i
at the beginning insert “
would have been
”
;
ii
at the end before the comma insert “
were the United Kingdom a member State
”
;
d
in paragraph (c)—
i
at the beginning insert “
would have been
”
;
ii
at the end before the comma insert “
were the United Kingdom a member State
”
;
e
in paragraph (d), for the words from “other than one” to the end substitute “
which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation,
”
;
f
in paragraph (e)—
i
at the beginning insert “
would have been
”
;
ii
at the end insert “
were the United Kingdom a member State
”
; and
g
at the beginning of paragraph (f) insert “
was
”
.
I144
In section 392 (alteration of accounting reference date)—
a
in subsection (3)(a), in both places it occurs, for “EEA” substitute “
UK
”
; and
b
in subsection (6)—
i
for “EEA undertaking” substitute “
UK undertaking
”
; and
ii
omit “or the law of any other EEA State”.
I155
In section 394A (individual accounts: exemption for dormant subsidiaries) M16—
a
in subsection(1)(c), for “an EEA State” substitute “
any part of the United Kingdom
”
; and
b
for subsection (2)(c)(i), substitute—
i
if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or
I166
M17In section 394C(2) (dormant subsidiaries exemption: parent undertaking declaration of guarantee) —
F4a
for paragraph (b), substitute—
b
the registered number (if any) of the parent undertaking,
b
omit paragraph (c).
I177
In section 395(4) (individual accounts: applicable accounting framework) M18—
a
in paragraph (b), for “regulated market in an EEA State” substitute “
UK regulated market
”
; and
b
in paragraph (c), for “regulated market in an EEA State” substitute “
UK regulated market
”
.
I188
In section 399 (duty to prepare group accounts) M19—
a
in subsection (2B)—
i
in paragraph (a), for “an EEA State” substitute “
any part of the United Kingdom
”
;
ii
in paragraph (b), for the words from “Directive 2013/34/EU” to the end substitute “
the requirements of this Part of this Act, and
”
; and
iii
for paragraph (c) substitute—
c
it—
i
is an undertaking whose transferable securities are admitted to trading on a UK regulated market,
ii
is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, or
iii
would be an insurance undertaking within the meaning given by Article 2(1) of Council Directive 91/674/EEC of the European Parliament and of the Council on the annual accounts of insurance undertakings M20 were the United Kingdom a member State.
b
in subsection (3)—
i
in the descriptive text in brackets after “section 400”, for “EEA” substitute “
UK
”
; and
ii
in the descriptive text in brackets after “section 401”, for “non-EEA” substitute “
non-UK
”
.
I199
In section 400 (exemption for company included in EEA accounts of a larger group) M21—
a
in the heading, for “EEA” substitute “
UK
”
;
b
in subsection (1), for “an EEA State” substitute “
any part of the United Kingdom
”
; and
c
in subsection (2)—
i
in paragraph (a), for “an EEA State” substitute “
any part of the United Kingdom
”
;
ii
in the opening words of paragraph (b), omit “, according to that law”;
iii
for paragraph (b)(i) substitute—
i
if the undertaking is a company, in accordance with the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or
iv
in paragraph (d)(i), omit “(whether in or outside the United Kingdom)”.
I2010
In section 401 (exemption for company included in non-EEA accounts of larger group) M22—
a
in the heading, for “non-EEA” substitute “
non-UK
”
;
b
in subsection (1), for “an EEA State” substitute “
any part of the United Kingdom
”
; and
c
in subsection (2)(b)—
i
omit sub-paragraph (i); and
ii
in sub-paragraph (ii), for “so drawn up” substitute “
drawn up in accordance with the requirements of this Part of this Act
”
.
I2111
In section 403(5) (group accounts: relevant change of circumstances in relation to applicable accounting framework) M23—
a
in paragraph (b), for “regulated market in an EEA State” substitute “
UK regulated market
”
; and
b
in paragraph (c), for “regulated market in an EEA State” substitute “
UK regulated market
”
.
I2212
In section 414CA (non-financial information statement) M24—
a
in subsection (7), omit paragraph (b) and the “or” preceding it; and
b
omit subsection (9).
I2313
In section 448A (dormant subsidiaries exempt from obligation to file accounts) M25—
a
in subsection (1)(c), for “an EEA State” substitute “
any part of the United Kingdom
”
; and
b
for subsection (2)(c)(i) substitute—
i
if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or
I2414
M26In section 448C(2) (dormant subsidiaries filing exemption: parent undertaking declaration of guarantee) —
F5a
for paragraph (b), substitute—
b
the registered number (if any) of the parent undertaking,
b
omit paragraph (c).
I2515
In section 461(4)(h) (permitted disclosure of information obtained under compulsory powers) M27, before “EU obligation” insert “
retained
”
.
I2616
In section 467(2)(b) (companies excluded from being treated as medium-sized), before “regulated market” insert “
UK
”
.
I2717
In section 474(1) (minor definitions) M28—
a
in the definition of “MiFID investment firm”—
i
in the opening words, for “Article 4.1.1 of Directive 2014/65/EU” substitute “
Article 2.1A of Regulation (EU) No. 600/2014
”
; and
ii
in paragraph (a), for the words from “to which that Directive” to the end substitute “
which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544) M29,
”
; and
b
in the definition of “traded company”, before “regulated market” insert “
UK
”
.
I2818
In section 1173 M30 (minor definitions: general)—
a
in subsection (1)—
i
after the definition of “the data protection legislation” insert—
“EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
ii
for the definition of “regulated market” substitute—
“regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
iii
after the definition of “transferable securities” insert—
“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
b
omit subsection (2).
I2919
In Schedule 8 (index of defined expressions), at the appropriate places insert—
EU regulated market
section 1173(1)
UK regulated market
section 1173(1)
PART 2Amendments to other primary legislation
Amendment to the Building Societies Act 1986I3020
In the Building Societies Act 1986 M31—
a
in section 72A(4) (duty to prepare individual accounts) M32, before “regulated market” insert “
UK
”
;
b
in section 72E(5) (duty to prepare group accounts) M33, before “regulated market” insert “
UK
”
; and
c
in section 81B(1) (interpretation of Part 8) M34, for the definition of “regulated market” substitute—
“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012.
Amendments to the Friendly Societies Act 1992I3121
In the Friendly Societies Act 1992 M35—
a
in section 69A(4) (duty to prepare individual accounts) M36—
i
in paragraph (b), before “regulated market” insert “
UK
”
;
ii
in paragraph (c)—
aa
before “regulated market” insert “
UK
”
;
bb
for the second sentence substitute “
“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012
”
;
b
in section 69E (duty to prepare group accounts) M37—
i
in subsection (5)—
aa
in paragraph (b), before “regulated market” insert “
UK
”
;
bb
in paragraph (c), before “regulated market” insert “
UK
”
;
cc
omit the second sentence of paragraph (c);
ii
after subsection (8) insert—
9
In this subsection “UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012.
SCHEDULE 3Amendments made under the European Union (Withdrawal) Act 2018: secondary legislation
The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008I321
In the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 M38, in paragraph 3 of Schedule 5 (matters to be dealt with in directors' report)—
a
in sub-paragraph (1), for “non-EU” substitute “
non-UK
”
;
b
in sub-paragraph (4)—
i
for “non-EU” substitute “
non-UK
”
;
ii
for “member States” substitute “
United Kingdom
”
.
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008I332
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 M39 are amended in accordance with paragraphs 3 to 5.
I343
Omit regulation 14(3) (review).
I354
In Schedule 3 (insurance companies: Companies Act individual accounts)—
a
in paragraph 52(3) (long-term business provision)—
i
after “Faculty of Actuaries” insert “
with due regard to generally accepted actuarial principles and
”
;
ii
omit the words from “, with due regard” to the end;
b
in paragraph 87(1) (particulars of tax)—
i
for paragraph (a), substitute—
a
in the country in which its head office is located, and
ii
omit paragraph (b).
I365
In Schedule 7 (matters to be dealt with in directors' report)—
a
in paragraph 4 (political donations and expenditure)—
i
in sub-paragraph (1), for “non-EU” substitute “
non-UK
”
;
ii
in sub-paragraph (4)—
aa
for “non EU” substitute “
non-UK
”
;
bb
for “member States” substitute “
United Kingdom
”
;
b
in paragraph 13(1) (disclosure required by certain publicly-traded companies) before “regulated market” insert “
UK
”
.
The Partnerships (Accounts) Regulations 2008I376
The Partnerships (Accounts) Regulations 2008 M40 are amended in accordance with paragraphs 7 to 10.
I387
In regulation 2(1) (interpretation), omit the definition of “the Accounting Directive”.
I398
In regulation 5(2) (delivery of accounts of qualifying partnerships to registrar etc.), omit sub-paragraph (b) and the “and” preceding it.
I409
In regulation 6 (publication of accounts of qualifying partnerships at head office)—
a
in paragraph (1), at the beginning insert “
Subject to regulation 7,
”
;
b
omit paragraph (2).
I4110
In regulation 7 (exemption from regulations 4 to 6 where accounts consolidated)—
a
in paragraph (1)(a), for “a member State” substitute “
any part of the United Kingdom
”
;
b
for paragraph (2)(a), substitute—
a
that the group accounts are prepared and audited, if the undertaking is a company, in accordance with the requirements of the Companies Act 2006, or, if the undertaking is not a company, the legal requirements which apply to the preparation and audit of consolidated accounts for that undertaking, and
The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008I4211
The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 M41 are amended in accordance with paragraphs 12 to 22.
I4312
In regulation 5 (LLPs subject to the small LLPs regime), in the modified version of section 384(2)(b) applied by that regulation (LLPs excluded from the small LLPs regime), for “regulated market in an EEA State” substitute “
UK regulated market
”
.
I4413
In regulation 5A (LLPs qualifying as micro-entities) M42, in the modified version of section 384B(1) applied by that regulation (LLPs excluded from being treated as micro-entities)—
a
in the opening words omit “was”;
b
at the beginning of paragraph (a) insert “
was
”
;
c
in paragraph (b)—
i
at the beginning insert “
would have been
”
;
ii
at the end before the comma insert “
were the United Kingdom a member State
”
;
d
in paragraph (c)—
i
at the beginning insert “
would have been
”
;
ii
at the end before the comma insert “
were the United Kingdom a member State
”
;
e
in paragraph (d), for the words from “other than one” to the end substitute “
which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation,
”
;
f
in paragraph (e)—
i
at the beginning insert “
would have been
”
; and
ii
at the end insert “
were the United Kingdom a member State
”
.
I4514
In regulation 7 (an LLP's financial year), in the modified version of section 392 applied by that regulation (alteration of accounting reference date)—
a
in subsection (3)(a), in both places it occurs, for “EEA” substitute “
UK
”
;
b
in subsection (6)—
i
for “EEA undertaking” substitute “
UK undertaking
”
;
ii
omit “or the law of any other EEA State”.
I4615
In regulation 9 (individual accounts)—
a
in the modified version of section 394A applied by that regulation (individual accounts: exemption for dormant subsidiaries) M43—
i
in subsection (1)(c), for “an EEA State” substitute “
any part of the United Kingdom
”
;
ii
for subsection (2)(c)(i), substitute—
i
if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or
b
in the modified version of section 394C(2) applied by that regulation (dormant subsidiaries exemption: parent undertaking declaration of guarantee) M44—
i
for paragraph (b), substitute—
b
the registered number of the parent undertaking (if any),
ii
omit paragraph (c);
c
in the modified version of section 395(3) applied by that regulation (individual accounts: applicable accounting framework)—
i
in paragraph (c), for “regulated market in an EEA State” substitute “
UK regulated market
”
;
ii
in paragraph (d), for “regulated market in an EEA State” substitute “
UK regulated market
”
.
I4716
In regulation 10 (group accounts)—
a
in the modified version of section 399 applied by that regulation (duty to prepare group accounts) M45—
i
in subsection (2B)—
aa
in paragraph (a), for “an EEA State” substitute “
any part of the United Kingdom
”
;
bb
in paragraph (b), for the words from “Directive 2013/34/EU” to the end substitute “
the requirements of this Part of this Act
”
;
cc
for paragraph (c), substitute—
c
it—
i
is an undertaking whose transferable securities are admitted to trading on a UK regulated market,
ii
is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, or
iii
would be an insurance undertaking within the meaning given by Article 2(1) of Council Directive 91/674/EEC of the European Parliament and of the Council on the annual accounts of insurance undertakings M46 were the United Kingdom a member State.
ii
in subsection (3)—
aa
in the descriptive text in brackets after “section 400” for “EEA” substitute “
UK
”
;
bb
in the descriptive text in brackets after “section 401” for “non-EEA” substitute “
non-UK
”
;
b
in the modified version of section 400 applied by that regulation (exemption for LLP included in EEA group accounts of larger group) M47—
i
in the heading, for “EEA” substitute “
UK
”
;
ii
in subsection (1), for “an EEA State” substitute “
any part of the United Kingdom
”
;
iii
in subsection (2)—
aa
in paragraph (a), for “an EEA State” substitute “
any part of the United Kingdom
”
;
bb
in the opening words of paragraph (b), omit “, according to that law”;
cc
for paragraph (b)(i) substitute—
i
if the undertaking is a company, in accordance with the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or
dd
in paragraph (d)(i), omit “(whether in or outside the United Kingdom)”;
c
in the modified version of section 401 applied by that regulation (exemption for LLP included in non-EEA group accounts of larger group) M48—
i
in the heading, for “non-EEA” substitute “
non-UK
”
;
ii
in subsection (1), for “an EEA State” substitute “
any part of the United Kingdom
”
;
iii
in subsection (2)(b)—
aa
omit sub-paragraph (i);
bb
in sub-paragraph (ii), for “so drawn up” substitute “
drawn up in accordance with the requirements of this Part of this Act
”
;
d
in the modified version of section 403(3) applied by that regulation (group accounts: applicable accounting framework)—
i
in paragraph (b), for “regulated market in an EEA State” substitute “
UK regulated market
”
;
ii
in paragraph (c), for “regulated market in an EEA State” substitute “
UK regulated market
”
.
I4817
In regulation 19A (exemption for dormant subsidiary LLPs) M49—
a
in the modified version of section 448A applied by that regulation (dormant subsidiary LLPs exempt from obligation to file accounts)—
i
in subsection (1)(c), for “an EEA State” substitute “
any part of the United Kingdom
”
;
ii
for subsection (2)(c)(i) substitute—
i
if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or
b
in the modified version of section 448C(2) applied by that regulation (dormant subsidiaries exemption: parent undertaking declaration of guarantee)—
i
for paragraph (b) substitute—
b
the registered number of the parent undertaking (if any),
ii
omit paragraph (c).
I4918
In regulation 24 (disclosure of information), in the modified version of section 461(4)(h) applied by that regulation (permitted disclosure of information obtained under compulsory powers) M50, before “EU obligation” insert “
retained
”
.
I5019
In regulation 26 (medium-sized LLPs), in the modified version of section 467(2)(b) applied by that regulation (LLPs excluded from being treated as medium-sized), before “regulated market” insert “
UK
”
.
I5120
In regulation 32 (minor definitions), in the modified version of section 474(1) applied by that regulation (minor definitions)—
a
in the definition of “MiFID investment firm”—
i
in the opening words, for “Article 4.1.1 of Directive 2014/65/EU” substitute “
Article 2.1A of Regulation (EU) No. 600/2014
”
;
ii
in paragraph (a), for the words from “to which that Directive” to the end substitute “
which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 M51,
”
;
b
in the definition of “traded company”, for “regulated market” substitute “
UK regulated market
”
.
I5221
In regulation 55 (minor definitions), in the modified version of section 1173 applied by that regulation (minor definitions: general)—
a
in subsection (1)—
i
omit the definition of “EEA undertaking”;
ii
for the definition of “regulated market” substitute—
“regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
iii
after the definition of “the competent authority” insert—
“EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
iv
after the definition of “transferable securities” insert—
“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
b
omit subsection (2).
I5322
Omit regulation 59(1A) (review) M52.
The Overseas Companies Regulations 2009I5423
The Overseas Companies Regulations 2009 M53 are amended in accordance with paragraphs 24 to 29.
I5524
In regulation 31 (application and interpretation of Chapter), omit paragraph (1)(b) and the “or” preceding it.
I5625
In regulation 32 (duty to file copies of accounting documents disclosed under parent law), omit paragraph (3).
I5726
In regulation 33(2) (statement of details of parent law and other information)—
a
in sub-paragraph (a), omit “, if applicable,”;
b
in sub-paragraph (b), at the end insert “
and
”
;
c
omit sub-paragraph (c);
d
for sub-paragraph (d) substitute—
d
whether those accounts have been audited in accordance with a set of generally accepted auditing standards and, if so, the name of the organisation or other body which issued those standards.
e
omit sub-paragraph (e).
I5827
In regulation 44 (application and interpretation of Chapter) omit paragraph (1)(b) and the “or” preceding it.
I5928
In regulation 47(2) (statement of details of parent law and other information)—
a
in sub-paragraph (a), omit “, if applicable,”;
b
in sub-paragraph (b), at the end insert “
and
”
;
c
omit sub-paragraph (c);
d
for sub-paragraph (d) substitute—
d
whether those accounts have been audited in accordance with a set of generally accepted auditing standards, and if so, the name of the organisation or other body which issued those standards.
e
omit sub-paragraph (e).
I6029
In regulation 48 (supplementary provisions as to obligation to file copies of accounting documents) omit paragraph (2).
The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012I6130
The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012 M54 is amended in accordance with paragraphs 31 to 33.
I6231
In article 1(3) (interpretation)—
a
omit the definitions of “regulated market” and “the transparency obligations directive”;
b
c
after the definition of “LLPs” insert—
“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012.
I6332
In article 2 (appointment in relation to issuers)—
a
in paragraph (1)—
i
in the opening words, before “regulated market” insert “
UK
”
;
F7ii
after “which is” insert “
a body corporate.”
;
iii
omit paragraphs (a) and (b).
b
in paragraph (2)—
i
for “provisions implementing Articles 4 and 5 of the transparency obligations directive (annual financial reports and half-yearly financial reports)” substitute F8“Section 1 of Chapter 4 (annual financial report) and Section 2 of Chapter 4 (half-yearly financial reports) of the DGTR sourcebook”
;
F9ii
for sub-paragraph (a), substitute—
a
rule 4.4.1, rule 4.4.2 (exemptions) and TP 1.19 (exemption for certain large debt securities issuers) of the DGTR sourcebook, or
F10iii
in sub-paragraph (b)—
aa
for “Disclosure Rules and Transparency Rules Sourcebooks” substitute “
DGTR sourcebook
”
;
bb
at the end insert “
(where the Listing Rules and the Prospectus Rules means those Rules as they had effect on IP completion day)
”
.
I6433
In article 3 (appointment in relation to accounts), for the words from “Articles 4 and 5” to the end substitute F11“Section 1 of Chapter 4 (annual financial report) and Section 2 of Chapter 4 (half-yearly financial reports) of the DGTR sourcebook”
.
The Companies (Receipt of Accounts and Reports) Regulations 2013I6534
In regulation 9(4) of the Companies (Receipt of Accounts and Reports) Regulations 2013 M57 (supplementary provisions), before “an EEA State”, in each place it occurs, insert “
the United Kingdom or
”
.
The Reports on Payments to Governments Regulations 2014I6635
The Reports on Payments to Governments Regulations 2014 M58 are amended in accordance with paragraphs 36 to 42.
I6736
In regulation 2(1) (interpretation)—
a
omit the definition of “the Directive”;
b
for the definition of “equivalent reporting requirements” substitute—
“equivalent reporting requirements” are reporting requirements in any country or territory outside the United Kingdom that—
a
are equivalent to the reporting requirements in these Regulations, by virtue of regulation 12ZA(1); or
b
are determined by the Secretary of State to be equivalent to the reporting requirements in these Regulations, in accordance with regulation 12ZA;
c
for the definition of “logging undertaking” substitute—
“logging undertaking” means an undertaking which undertakes in primary forests the activity referred to in the UK Standard Industrial Classification (SIC) by Economic Activity, as set out in Table 1 in the Schedule to these Regulations, issued under section 9 of the Statistics and Registration Services Act 2007 M59 as updated from time to time;
d
for the definition of “mining or quarrying undertaking” substitute—
“mining or quarrying undertaking” means an undertaking which performs any activity involving the exploration, prospection, discovery, development, and extraction of minerals, oil, natural gas deposits or other materials within the activities referred to in the UK Standard Industrial Classification (SIC) by Economic Activity, as set out in Table 2 in the Schedule to these Regulations, issued under section 9 of the Statistics and Registration Services Act 2007 as updated from time to time;
e
for the definition of “public interest entity” substitute—
“public interest entity” means an undertaking—
a
whose transferable securities are admitted to trading on a UK regulated market;
b
which is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, and a CRR firm within the meaning of Article 4(1)(2A) of that Regulation;
c
which would be an insurance undertaking within the meaning of Article 2(1) of Council Directive 91/674/EEC of 19th December 1991 on the annual accounts of insurance undertakings M60 were the United Kingdom a member State;
f
after the definition of “subsidiary undertaking” insert—
“transferable securities” has the meaning given by section 1173 of the Act;
“UK regulated market” has the meaning given by section 1173 of the Act;
I6837
Before regulation 12 insert—
12ZA
1
Reporting requirements in any country or territory regarding the reporting of payments to governments that have been assessed by the European Commission as being equivalent to the requirements of Chapter 10 of Directive 2013/34/EU of the European Parliament and of the Council of 26th June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings M61, and were identified in an implementing act adopted before F12IP completion day by the European Commission in accordance with Article 47 of that Directive, are equivalent to the reporting requirements in these Regulations.
2
The Secretary of State may determine that the reporting requirements regarding the reporting of payments to governments of a country or territory outside the United Kingdom are equivalent to the reporting requirements in these Regulations.
3
The Secretary of State must consider at least the following criteria when making a determination under paragraph (2)—
a
target undertakings,
b
target recipients of payments,
c
payments captured,
d
attribution of payments captured,
e
breakdown of payments captured,
f
triggers for reporting on a consolidated basis,
g
reporting medium,
h
frequency of reporting, and
i
anti-evasion measures.
4
The Secretary of State may consider criteria other than those in paragraph (3), but only if they facilitate a direct comparison of reporting requirements of the other country or territory with the reporting requirements of these Regulations.
5
The Secretary of State may suspend or withdraw—
a
the equivalence granted by virtue of paragraph (1); or
b
a determination made under paragraph (2).
I6938
Omit regulation 7 (exemption for subsidiaries or parent undertakings included in consolidated reports).
I7039
In regulation 10(1) (exemption from duty to prepare a consolidated report), omit sub-paragraph (c).
I7140
In regulation 17(7) (enforcement of undertaking's delivery obligations)—
a
omit sub-paragraph (e);
b
omit sub-paragraph (h).
I7241
In regulation 21 (review of Regulations), omit paragraph (2).
I7342
In the Schedule—
a
omit the words “Annex 1 to Regulation (EC) No 1893/2006” preceding Table 1;
b
in each place it occurs, for “International Standard Industrial Classification Revision 4” substitute “
UK Standard Industrial Classification of Economic Activities
”
.
S.I. 2007/193; there are no relevant amending instruments.