The Accounts and Reports (Amendment) (EU Exit) Regulations 2019

Regulation 4

SCHEDULE 1 U.K. Amendments made under section 2(2) of the European Communities Act 1972

The Companies Act 2006 U.K.

1.  In the Companies Act 2006 M1 , for section 384B(1)(d) M2 (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 M3 , 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 M4 ,”.

Commencement Information

I1 Sch. 1 para. 1 in force at 6.2.2019, see reg. 1(2)(a)

Marginal Citations

M1 2006 c. 46.

M2 Section 384B was inserted by S.I. 2013/3008.

M3 OJ L 176, 27.6.2013, p. 1.

M4 OJ L 176, 27.6.2013, p.338.

The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 U.K.

2.  In the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 M5 , 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 M6 ”.

Commencement Information

I2 Sch. 1 para. 2 in force at 6.2.2019, see reg. 1(2)(a)

Marginal Citations

M5 S.I. 2008/410; there are no relevant amending instruments.

M6 OJ L 182, 29.6.2013, p. 19.

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

3.  In the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 M7 , in regulation 5A (LLPs qualifying as micro-entities) M8 , 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 M9 , 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 M10 ,”.

Commencement Information

I3 Sch. 1 para. 3 in force at 6.2.2019, see reg. 1(2)(a)

Marginal Citations

M7 S.I. 2008/1911; relevant amending instruments are S.I. 2011/1043, 2012/2301, 2013/3008, 2016/575 and 2017/1164.

M8 Regulation 5A was inserted by S.I. 2016/575.

M9 OJ L 176, 27.6.2013, p. 1–337.

M10 OJ No. L 176, 27.6.2013, p.338-436.

Valid from 31/12/2020

Regulation 5

SCHEDULE 2 U.K. Amendments made under the European Union (Withdrawal) Act 2018: primary legislation

PART 1 U.K. Amendments to the Companies Act 2006

1.  The Companies Act 2006 is amended in accordance with this Part of this Schedule. U.K.

Commencement Information

I4 Sch. 2 para. 1 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

2.  In section 384(2)(b) (companies excluded from the small companies regime), for “regulated market in an EEA State” substitute “ UK regulated market ”. U.K.

Commencement Information

I5 Sch. 2 para. 2 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

3.  In section 384B(1) (companies excluded from being treated as micro entities) M11 — U.K.

(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 ”.

Commencement Information

I6 Sch. 2 para. 3 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M11 Section 384B(1)(d) is amended by paragraph 1 of Schedule 1 to these Regulations.

4.  In section 392 (alteration of accounting reference date)— U.K.

(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”.

Commencement Information

I7 Sch. 2 para. 4 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

5.  In section 394A (individual accounts: exemption for dormant subsidiaries) M12 — U.K.

(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”.

Commencement Information

I8 Sch. 2 para. 5 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M12 Section 394A was inserted by S.I. 2012/2301, and amended by S.I. 2015/980.

6.  In section 394C(2) (dormant subsidiaries exemption: parent undertaking declaration of guarantee) M13 — U.K.

(a) for paragraph (b), substitute—

“(b) the registered number of the parent undertaking (if any),”; and

(b) omit paragraph (c).

Commencement Information

I9 Sch. 2 para. 6 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M13 Section 394C was inserted by S.I. 2012/2301.

7.  In section 395(4) (individual accounts: applicable accounting framework) M14 — U.K.

(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 ”.

Commencement Information

I10 Sch. 2 para. 7 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M14 Section 395 was amended by S.I. 2008/393 and 2012/2301.

8.  In section 399 (duty to prepare group accounts) M15 — U.K.

(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 M16 were the United Kingdom a member State.”; and

(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 ”.

Commencement Information

I11 Sch. 2 para. 8 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M15 Section 399 was amended by S.I. 2015/980 and 2016/1245.

M16 OJ L 374, 31.12.1991, p. 7.

9.  In section 400 (exemption for company included in EEA accounts of a larger group) M17 — U.K.

(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”; and

(iv) in paragraph (d)(i), omit “(whether in or outside the United Kingdom)”.

Commencement Information

I12 Sch. 2 para. 9 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M17 Section 400 was amended by S.I. 2015/980.

10.  In section 401 (exemption for company included in non-EEA accounts of larger group) M18 — U.K.

(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 ”.

Commencement Information

I13 Sch. 2 para. 10 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M18 Section 401 was amended by S.I. 2015/980.

11.  In section 403(5) (group accounts: relevant change of circumstances in relation to applicable accounting framework) M19 — U.K.

(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 ”.

Commencement Information

I14 Sch. 2 para. 11 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M19 Section 403 was amended by S.I. 2012/2301.

12.  In section 414CA (non-financial information statement) M20 — U.K.

(a) in subsection (7), omit paragraph (b) and the “or” preceding it; and

(b) omit subsection (9).

Commencement Information

I15 Sch. 2 para. 12 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M20 Section 414CA was inserted by S.I. 2016/1245.

13.  In section 448A (dormant subsidiaries exempt from obligation to file accounts) M21 — U.K.

(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”.

Commencement Information

I16 Sch. 2 para. 13 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M21 Section 448A was inserted by S.I. 2012/2301 and amended by S.I. 2015/980.

14.  In section 448C(2) (dormant subsidiaries filing exemption: parent undertaking declaration of guarantee) M22 — U.K.

(a) for paragraph (b), substitute—

“(b) the registered number of the parent undertaking (if any),”; and

(b) omit paragraph (c).

Commencement Information

I17 Sch. 2 para. 14 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M22 Section 448C was inserted by S.I. 2012/2301.

15.  In section 461(4)(h) (permitted disclosure of information obtained under compulsory powers) M23 , before “EU obligation” insert “ retained ”. U.K.

Commencement Information

I18 Sch. 2 para. 15 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M23 Section 461(4)(h) was amended by S.I. 2011/1043. There are other amending instruments to section 461, but none is relevant.

16.  In section 467(2)(b) (companies excluded from being treated as medium-sized), before “regulated market” insert “ UK ”. U.K.

Commencement Information

I19 Sch. 2 para. 16 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

17.  In section 474(1) (minor definitions) M24 — U.K.

(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) M25 , ”; and

(b) in the definition of “traded company”, before “regulated market” insert “ UK ”.

Commencement Information

I20 Sch. 2 para. 17 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M24 Section 474(1) was amended by S.I. 2915/980; there are other amending instruments but none is relevant.

M25 S.I. 2001/544, amended by S.I. 2017/488 and 2018/1403; there are other amending instruments but none is relevant.

18.  In section 1173 M26 (minor definitions: general)— U.K.

(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).

Commencement Information

I21 Sch. 2 para. 18 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M26 Section 1173 was amended by paragraph 124 of Schedule 19 to the Data Protection Act 1998 (c. 12) and S.I. 2013/3115, 2015/980, 2016/649 and 2017/701.

19.  In Schedule 8 (index of defined expressions), at the appropriate places insert— U.K.

“EU regulated market

section 1173(1)”

“UK regulated market

section 1173(1)”

Commencement Information

I22 Sch. 2 para. 19 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

PART 2 U.K. Amendments to other primary legislation

Amendment to the Building Societies Act 1986 U.K.

20.  In the Building Societies Act 1986 M27 —

(a) in section 72A(4) (duty to prepare individual accounts) M28 , before “regulated market” insert “ UK ”;

(b) in section 72E(5) (duty to prepare group accounts) M29 , before “regulated market” insert “ UK ”; and

(c) in section 81B(1) (interpretation of Part 8) M30 , 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.”.

Commencement Information

I23 Sch. 2 para. 20 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M27 1986 c. 53.

M28 Sections 72A to 72I were substituted for sections 72 and 73 by S.I. 2004/3380.

M29 Sections 72A to 72I were substituted for sections 72 and 73 by S.I. 2004/3380.

M30 Section 81B was inserted by S.I. 2004/3380 and was amended by S.I. 2007/126 and 2017/701.

Amendments to the Friendly Societies Act 1992 U.K.

21.  In the Friendly Societies Act 1992 M31 —

(a) in section 69A(4) (duty to prepare individual accounts) M32 —

(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) M33 —

(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.”.

Commencement Information

I24 Sch. 2 para. 21 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M31 1992 c. 40.

M32 Sections 69A to 69I were substituted for sections 69 and 70 by S.I. 2005/2211. Section 69A was amended by S.I. 2007/126 and 2017/701.

M33 Sections 69A to 69I were substituted for sections 69 and 70 by S.I. 2005/2211. Section 69E was amended by S.I. 2007/126 and 2017/701.

Valid from 31/12/2020

Regulation 6

SCHEDULE 3 U.K. Amendments made under the European Union (Withdrawal) Act 2018: secondary legislation

The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 U.K.

1.  In the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 M34 , 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 ”.

Commencement Information

I25 Sch. 3 para. 1 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M34 S.I. 2008/409; there are amending instruments but none is relevant.

The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 U.K.

2.  The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 M35 are amended in accordance with paragraphs 3 to 5.

Commencement Information

I26 Sch. 3 para. 2 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M35 S.I. 2008/410; regulation 14 was inserted by S.I 2016/575. There are other amending instruments but none is relevant.

3.  Omit regulation 14(3) (review). U.K.

Commencement Information

I27 Sch. 3 para. 3 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

4.  In Schedule 3 (insurance companies: Companies Act individual accounts)— U.K.

(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).

Commencement Information

I28 Sch. 3 para. 4 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

5.  In Schedule 7 (matters to be dealt with in directors' report)— U.K.

(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 ”.

Commencement Information

I29 Sch. 3 para. 5 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

The Partnerships (Accounts) Regulations 2008 U.K.

6.  The Partnerships (Accounts) Regulations 2008 M36 are amended in accordance with paragraphs 7 to 10.

Commencement Information

I30 Sch. 3 para. 6 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M36 S.I. 2008/569; relevant amending instruments are S.I. 2013/2005 and 2015/980.

7.  In regulation 2(1) (interpretation), omit the definition of “the Accounting Directive”. U.K.

Commencement Information

I31 Sch. 3 para. 7 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

8.  In regulation 5(2) (delivery of accounts of qualifying partnerships to registrar etc.), omit sub-paragraph (b) and the “and” preceding it. U.K.

Commencement Information

I32 Sch. 3 para. 8 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

9.  In regulation 6 (publication of accounts of qualifying partnerships at head office)— U.K.

(a) in paragraph (1), at the beginning insert “ Subject to regulation 7, ”;

(b) omit paragraph (2).

Commencement Information

I33 Sch. 3 para. 9 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

10.  In regulation 7 (exemption from regulations 4 to 6 where accounts consolidated)— U.K.

(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”.

Commencement Information

I34 Sch. 3 para. 10 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

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

11.  The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 M37 are amended in accordance with paragraphs 12 to 22.

Commencement Information

I35 Sch. 3 para. 11 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M37 S.I. 2008/1911; relevant amending instruments are S.I. 2011/1043, 2012/2301, 2013/3008, 2016/575 and 2017/1164.

12.  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 ”. U.K.

Commencement Information

I36 Sch. 3 para. 12 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

13.  In regulation 5A (LLPs qualifying as micro-entities) M38 , in the modified version of section 384B(1) applied by that regulation (LLPs excluded from being treated as micro-entities)— U.K.

(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 ”.

Commencement Information

I37 Sch. 3 para. 13 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M38 Regulation 5A was inserted by S.I. 2016/575.

14.  In regulation 7 (an LLP's financial year), in the modified version of section 392 applied by that regulation (alteration of accounting reference date)— U.K.

(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”.

Commencement Information

I38 Sch. 3 para. 14 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

15.  In regulation 9 (individual accounts)— U.K.

(a) in the modified version of section 394A applied by that regulation (individual accounts: exemption for dormant subsidiaries) M39 —

(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) M40 —

(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 ”.

Commencement Information

I39 Sch. 3 para. 15 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M39 Section 394A was inserted by S.I. 2012/2301 and amended by S.I 2016/575.

M40 Section 394C was inserted by S.I. 2012/2301.

16.  In regulation 10 (group accounts)— U.K.

(a) in the modified version of section 399 applied by that regulation (duty to prepare group accounts) M41 —

(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 M42 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) M43 —

(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) M44 —

(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 ”.

Commencement Information

I40 Sch. 3 para. 16 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M41 Section 399 was amended by S.I. 2017/1164.

M42 OJ L 374, 31.12.1991, p. 7.

M43 Section 400 was amended by S.I. 2016/575.

M44 Section 401 was amended by S.I. 2016/575.

17.  In regulation 19A (exemption for dormant subsidiary LLPs) M45 — U.K.

(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).

Commencement Information

I41 Sch. 3 para. 17 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M45 Regulation 19A was inserted by S.I. 2012/2301 and amended by S.I. 2016/575.

18.  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) M46 , before “EU obligation” insert “ retained ”. U.K.

Commencement Information

I42 Sch. 3 para. 18 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M46 Section 461(4)(h) was amended by S.I. 2011/1043.

19.  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 ”. U.K.

Commencement Information

I43 Sch. 3 para. 19 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

20.  In regulation 32 (minor definitions), in the modified version of section 474(1) applied by that regulation (minor definitions)— U.K.

(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 M47 , ”;

(b) in the definition of “traded company”, for “regulated market” substitute “ UK regulated market ”.

Commencement Information

I44 Sch. 3 para. 20 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M47 S.I. 2001/544.

21.  In regulation 55 (minor definitions), in the modified version of section 1173 applied by that regulation (minor definitions: general)— U.K.

(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).

Commencement Information

I45 Sch. 3 para. 21 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

22.  Omit regulation 59(1A) (review) M48 . U.K.

Commencement Information

I46 Sch. 3 para. 22 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M48 Regulation 59 was inserted by S.I. 2016/575 and amended by S.I. 2017/1164.

The Overseas Companies Regulations 2009 U.K.

23.  The Overseas Companies Regulations 2009 M49 are amended in accordance with paragraphs 24 to 29.

Commencement Information

I47 Sch. 3 para. 23 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M49 S.I. 2009/1801. There are amending instruments but none is relevant.

24.  In regulation 31 (application and interpretation of Chapter), omit paragraph (1)(b) and the “or” preceding it. U.K.

Commencement Information

I48 Sch. 3 para. 24 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

25.  In regulation 32 (duty to file copies of accounting documents disclosed under parent law), omit paragraph (3). U.K.

Commencement Information

I49 Sch. 3 para. 25 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

26.  In regulation 33(2) (statement of details of parent law and other information)— U.K.

(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).

Commencement Information

I50 Sch. 3 para. 26 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

27.  In regulation 44 (application and interpretation of Chapter) omit paragraph (1)(b) and the “or” preceding it. U.K.

Commencement Information

I51 Sch. 3 para. 27 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

28.  In regulation 47(2) (statement of details of parent law and other information)— U.K.

(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).

Commencement Information

I52 Sch. 3 para. 28 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

29.  In regulation 48 (supplementary provisions as to obligation to file copies of accounting documents) omit paragraph (2). U.K.

Commencement Information

I53 Sch. 3 para. 29 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012 U.K.

30.  The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors' Reports) (Authorised Person) Order 2012 M50 is amended in accordance with paragraphs 31 to 33.

Commencement Information

I54 Sch. 3 para. 30 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M50 S.I. 2012/1439; relevant amending instruments are S.I. 2013/472 and 2017/701.

31.  In article 1(3) (interpretation)— U.K.

(a) omit the definitions of “regulated market” and “the transparency obligations directive”;

(b) after the definition of “the Conduct Committee” insert—

““DGTR sourcebook” means the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority M51 under the Financial Services and Markets Act 2000 M52 , as it has effect on exit day;”;

(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.”.

Commencement Information

I55 Sch. 3 para. 31 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M51 An electronic copy of the relevant chapter, Chapter 4 (periodic financial reporting), of the sourcebook can be found at https://www.handbook.fca.org.uk/handbook/DTR/4/?view=chapter. A printed copy of the modules or the sourcebook can also be obtained from The Stationary Office (https://www.tsoshop.co.uk/bookstore.asp?FO=1350564).

M52 2000 c. 8.

32.  In article 2 (appointment in relation to issuers)— U.K.

(a) in paragraph (1)—

(i) in the opening words, before “regulated market” insert “ UK ”;

(ii) after “regulated market” 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 “ rules 4.1 (annual financial report) and 4.2 (half-yearly financial reports) of the DGTR sourcebook ”;

(ii) for sub-paragraph (a), substitute—

“(a) rules 4.4.1R, 4.4.2R (exemptions) and TP 19 (exclusions from rules 4.1 and 4.2 for large debt issuers) of the DGTR sourcebook”;

(iii) in sub-paragraph (b), for “, Prospectus Rules and Disclosure Rules and Transparency Rules” substitute “ and Prospectus Rules ”.

Commencement Information

I56 Sch. 3 para. 32 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

33.  In article 3 (appointment in relation to accounts), for the words from “Articles 4 and 5” to the end substitute “ rules 4.1 (annual financial report) and 4.2 (half-yearly financial reports) of the DGTR sourcebook ”. U.K.

Commencement Information

I57 Sch. 3 para. 33 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

The Companies (Receipt of Accounts and Reports) Regulations 2013 U.K.

34.  In regulation 9(4) of the Companies (Receipt of Accounts and Reports) Regulations 2013 M53 (supplementary provisions), before “an EEA State”, in each place it occurs, insert “ the United Kingdom or ”.

Commencement Information

I58 Sch. 3 para. 34 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M53 S.I. 2013/1973.

The Reports on Payments to Governments Regulations 2014 U.K.

35.  The Reports on Payments to Governments Regulations 2014 M54 are amended in accordance with paragraphs 36 to 42.

Commencement Information

I59 Sch. 3 para. 35 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M54 S.I. 2014/3209, amended by S.I. 2015/1928 and 2017/701.

36.  In regulation 2(1) (interpretation)— U.K.

(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 M55 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 M56 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;”.

Commencement Information

I60 Sch. 3 para. 36 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M55 2007 c. 18.

M56 OJ L 374, 31.12.1991, p. 7.

37.  Before regulation 12 insert— U.K.

“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 M57 , and were identified in an implementing act adopted before exit 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).”

Commencement Information

I61 Sch. 3 para. 37 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M57 OJ L 182, 29.6.2013, p. 19.

38.  Omit regulation 7 (exemption for subsidiaries or parent undertakings included in consolidated reports). U.K.

Commencement Information

I62 Sch. 3 para. 38 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

39.  In regulation 10(1) (exemption from duty to prepare a consolidated report), omit sub-paragraph (c). U.K.

Commencement Information

I63 Sch. 3 para. 39 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

40.  In regulation 17(7) (enforcement of undertaking's delivery obligations)— U.K.

(a) omit sub-paragraph (e);

(b) omit sub-paragraph (h).

Commencement Information

I64 Sch. 3 para. 40 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

41.  In regulation 21 (review of Regulations), omit paragraph (2). U.K.

Commencement Information

I65 Sch. 3 para. 41 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

42.  In the Schedule— U.K.

(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 ”.

Commencement Information

I66 Sch. 3 para. 42 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)