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

(498) (1) An LLP's auditor, in preparing his report, must carry out such investigations as will enable him to form an opinion as to— (a) whether adequate accounting records have been kept by the LLP and returns adequate for their audit have been received from branches not visited by him, and (b) whether the LLP's individual accounts are in agreement with the accounting records and returns. (2) If the auditor is of the opinion— (a) that adequate accounting records have not been kept, or that returns adequate for their audit have not been received from branches not visited by him, or (b) that the LLP's individual accounts are not in agreement with the accounting records and returns, the auditor shall state that fact in his report. (3) If the auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report. (4) If the members of the LLP have prepared accounts in accordance with the small LLPs regime and in the auditor's opinion they were not entitled so to do, the auditor shall state that fact in his report. (5) Where more than one person is appointed as auditor, the report must include a statement as to whether all the persons appointed agree on the statements given under subsections (2) to (5) and, if they cannot agree on those statements, the report must include the opinions of each person appointed and give reasons for the disagreement. (499) (1) An auditor of an LLP— (a) has a right of access at all times to the LLP's books, accounts and vouchers (in whatever form they are held), and (b) may require any of the following persons to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor. (2) Those persons are— (a) any member or employee of the LLP; (b) any person holding or accountable for any of the LLP's books, accounts or vouchers; (c) any subsidiary undertaking of the LLP which is a body corporate incorporated in the United Kingdom; (d) any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking; (e) any person who fell within any of paragraphs (a) to (d) at a time to which the information or explanations required by the auditor relates or relate. (3) A statement made by a person in response to a requirement under this section may not be used in evidence against him in criminal proceedings except proceedings for an offence under section 501. (4) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings. (500) (1) Where a parent LLP has a subsidiary undertaking that is not a body corporate incorporated in the United Kingdom, the auditor of the parent LLP may require it to obtain from any of the following persons such information or explanations as he may reasonably require for the purposes of his duties as auditor. (2) Those persons are— (a) the undertaking; (b) any officer, employee or auditor of the undertaking; (c) any person holding or accountable for any of the undertaking's books, accounts or vouchers; (d) any person who fell within paragraph (b) or (c) at a time to which the information or explanations relates or relate. (3) If so required, the parent LLP must take all such steps as are reasonably open to it to obtain the information or explanations from the person concerned. (4) A statement made by a person in response to a requirement under this section may not be used in evidence against him in criminal proceedings except proceedings for an offence under section 501. (5) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings. (501) (1) A person commits an offence who knowingly or recklessly makes to an auditor of an LLP a statement (oral or written) that— (a) conveys or purports to convey any information or explanations which the auditor requires, or is entitled to require, under section 499, and (b) is misleading, false or deceptive in a material particular. (2) A person guilty of an offence under subsection (1) 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). (3) A person who fails to comply with a requirement under section 499 without delay commits an offence unless it was not reasonably practicable for him to provide the required information or explanations. (4) If a parent LLP fails to comply with section 500, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (5) A person guilty of an offence under subsection (3) or (4) is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (6) Nothing in this section affects any right of an auditor to apply for an injunction (in Scotland, an interdict or an order for specific performance) to enforce any of his rights under section 499 or 500. (502) (1) An LLP's auditor is entitled— (a) to receive all notices of, and other communications relating to, any meeting which a member of the LLP is entitled to receive, where any part of the business of the meeting concerns them as auditors, (b) to attend any meeting of the LLP where any part of the business of the meeting concerns them as auditors, and (c) to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as auditor. (2) Where the auditor is a firm, the right to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting.

Signature of auditor's report

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Sections 503 to 506 apply to LLPs, modified so that they read as follows—

(503) (1) The auditor's report must state the name of the auditor and be signed and dated. (2) Where the auditor is an individual, the report must be signed by him. (3) Where the auditor is a firm, the report must be signed by the senior statutory auditor in his own name, for and on behalf of the auditor. (4) Where more than one person is appointed as auditor, the report must be signed by all those appointed. (504) (1) The senior statutory auditor means the individual identified by the firm as senior statutory auditor in relation to the audit in accordance with— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) ... any relevant guidance issued by— (i) the Secretary of State, or (ii) the Financial Reporting Council Limited. (2) The person identified as senior statutory auditor must be eligible for appointment as auditor of the LLP in question (see Chapter 2 of Part 42 of this Act). (3) The senior statutory auditor is not, by reason of being named or identified as senior statutory auditor or by reason of his having signed the auditor's report, subject to any civil liability to which he would not otherwise be subject. (4) An order appointing a body for the purpose of subsection (1)(b)(ii) is subject to negative resolution procedure. (505) (1) Every copy of the auditor's report that is published by or on behalf of the LLP must— (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or (b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Secretary of State in accordance with that section. (1A) If more than one person is appointed as auditor, the reference in subsection (1)(a) to the name of the auditor is to be read as a reference to the names of all the auditors. (2) For the purposes of this section an LLP is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it. (3) If a copy of the auditor's report is published without the statement required by this section, an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (506) (1) An auditor’s name and, where the auditor is a firm, the name of the person who signed the report as senior statutory auditor, may be omitted from— (a) published copies of the report, and (b) the copy of the report delivered to the registrar under Chapter 10 of Part 15 (filing of accounts and reports), if the following conditions are met. (2) The conditions are that the LLP— (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior statutory auditor, or any other person, would be subject to violence or intimidation, has determined that the name should not be stated, and (b) has given notice of the determination to the Secretary of State, stating— (i) the name and registered number of the LLP, (ii) the financial year of the LLP to which the report relates, and (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior statutory auditor.

Offences in connection with auditor's report

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Sections 507 to 509 apply to LLPs, modified so that they read as follows—

(507) (1) A person to whom this section applies commits an offence if he knowingly or recklessly causes a report under section 495 (auditor's report on LLP's annual accounts) to include any matter that is misleading, false or deceptive in a material particular. (2) A person to whom this section applies commits an offence if he knowingly or recklessly causes such a report to omit a statement required by— (a) section 498(2)(b) (statement that LLP's accounts do not agree with accounting records and returns), (b) section 498(3) (statement that necessary information and explanations not obtained), or (c) section 498(4) (statement that members wrongly prepared accounts in accordance with the small LLPs regime). (3) This section applies to— (a) where the auditor is an individual, that individual and any employee or agent of his who is eligible for appointment as auditor of the LLP; (b) where the auditor is a firm, any director, member, employee or agent of the firm who is eligible for appointment as auditor of the LLP. (4) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (508) (1) The Secretary of State may issue guidance for the purpose of helping relevant regulatory and prosecuting authorities to determine how they should carry out their functions in cases where behaviour occurs that— (a) appears to involve the commission of an offence under section 507 (offences in connection with auditor's report), and (b) has been, is being or may be investigated pursuant to arrangements— (i) under paragraph 15 of Schedule 10 (investigation of complaints against auditors and supervisory bodies), or (ii) of a kind mentioned in paragraph 24 of that Schedule (independent investigation for disciplinary purposes of public interest cases). (2) The Secretary of State must obtain the consent of the Attorney General before issuing any such guidance. (3) In this section “relevant regulatory and prosecuting authorities” means— (a) supervisory bodies within the meaning of Part 42 of this Act, (b) bodies to which the Secretary of State may make grants under section 16(1) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27) (bodies concerned with accounting standards etc), (c) the Director of the Serious Fraud Office, (d) the Director of Public Prosecutions or the Director of Public Prosecutions for Northern Ireland, and (e) the Secretary of State. (4) This section does not apply to Scotland. (509) (1) The Lord Advocate may issue guidance for the purpose of helping relevant regulatory authorities to determine how they should carry out their functions in cases where behaviour occurs that— (a) appears to involve the commission of an offence under section 507 (offences in connection with auditor's report), and (b) has been, is being or may be investigated pursuant to arrangements— (i) under paragraph 15 of Schedule 10 (investigation of complaints against auditors and supervisory bodies), or (ii) of a kind mentioned in paragraph 24 of that Schedule (independent investigation for disciplinary purposes of public interest cases). (2) The Lord Advocate must consult the Secretary of State before issuing any such guidance. (3) In this section “relevant regulatory authorities” means— (a) supervisory bodies within the meaning of Part 42 of this Act, (b) bodies to which the Secretary of State may make grants under section 16(1) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27) (bodies concerned with accounting standards etc), and (c) the Secretary of State. (4) This section applies only to Scotland.

PART 13 — REMOVAL, RESIGNATION, ETC OF AUDITORS

Removal, resignation, etc of auditors

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• (1) Sections 510 to 512 apply to LLPs, modified so that they read as follows—

(510) (1) The members of an LLP may remove an auditor from office at any time. (2) Nothing in this section is to be taken as depriving the person removed of compensation or damages payable to him in respect of the termination— (a) of his appointment as auditor, or (b) of any appointment terminating with that as auditor. (3) An auditor may not be removed from office before the expiration of his term of office except— (a) by resolution under this section, or (b) in accordance with section 511A. (511) (1) No determination to remove an auditor before the expiration of his term of office may be made under section 510 unless the LLP has given 7 days' prior notice to any auditor whom it is proposed to remove (2) The auditor proposed to be removed may make with respect to the proposal representations in writing to the LLP (not exceeding a reasonable length) and request their notification to members of the LLP. (3) (3) The LLP must upon receipt send a copy of the representations to every member. (4) (4) Copies of the representations need not be sent out if, on the application either of the LLP or of any other person claiming to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the LLP's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. (511A) (1) This section applies only to a public interest LLP. (2) The competent authority may apply to the court for an order removing an auditor of an LLP from office if the authority considers that there are proper grounds for removing the auditor from office. (3) The members of an LLP may apply to the court for an order removing an auditor of the LLP from office if the applicant or applicants consider that there are proper grounds for removing the auditor from office. (4) If the court is satisfied, on hearing an application under subsection (2), that there are proper grounds for removing the auditor from office, it may make an order removing the auditor from office. (5) If the court is satisfied, on hearing an application under subsection (3), that— (a) the applicants represent in total not less than 5% of the voting rights of all the members having a right to vote at a general meeting of the LLP, and (b) there are proper grounds for removing the auditor from office, the court may make an order removing the auditor from office. (6) For the purposes of this section, divergence of opinions on accounting treatments or audit procedures are not to be taken to be proper grounds for removing an auditor from office. (512) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Until section 1068(1) comes into force, the notice referred to in section 512(1) as applied to LLPs by paragraph (1) must be in the form prescribed for the purposes of section 391(2) of the 1985 Act or Article 399(2) of the 1986 Order as applied to LLPs.

Rights of auditor removed from office

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• (1) Section 513 applies to LLPs, modified so that it reads as follows—

(513) (1) An auditor who has been removed by the members under section 510 or by order of the court under section 511A has, notwithstanding his removal, the rights conferred by section 502(1) in relation to any meeting of the LLP— (a) at which his term of office would otherwise have expired, or (b) at which it is proposed to fill the vacancy caused by his removal. (2) In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

• (2) In section 513 (applied to LLPs by paragraph (1)) as it applies in relation to an auditor appointed before 1st October 2008, the reference to rights under section 502(1) shall be read as a reference to rights under section 390(1) of the 1985 Act or Article 398(1) of the 1986 Order as applied to LLPs.

Rights of auditor not re-appointed

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• (1) Sections 515 to 518 apply to LLPs, modified so that they read as follows—

(515) (1) If an LLP wishes to appoint a person as auditor in place of a person who is an auditor of the LLP and who is to cease to hold office at the end of a period for appointing auditors (the “outgoing auditor”), the LLP must give the outgoing auditor seven days’ notice; no person may be appointed as auditor in the absence of such notice. But notice is not required under this subsection if the auditor is to cease to hold office by virtue of section 510, 511A or 516. (2) The outgoing auditor may, in response to receipt of a notice given under subsection (1), make representations in writing to the LLP (not exceeding a reasonable length) and request their notification to members of the LLP. (3) The LLP must upon receipt send a copy of the representations to every member. (4) Copies of the representations need not be sent out if, on the application either of the LLP or of any other person claiming to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the LLP's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. (516) (1) An auditor of an LLP may resign his office by sending a notice to that effect to the LLP. (2) Where the LLP is a public interest LLP, the notice is not effective unless it is accompanied by the statement required by section 519. (3) An effective notice of resignation operates to bring the auditor's term of office to an end as of the date on which the notice is received or on such later date as may be specified in it. (517) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (518) (1) This section applies where an auditor’s (A’s) notice of resignation is accompanied by a statement under section 519 except where— (a) the LLP is a non-public interest LLP, and (b) the statement includes a statement to the effect that A considers that none of the reasons for A’s ceasing to hold office, and no matters (if any) connected with A’s ceasing to hold office, need to be brought to the attention of members or creditors of the LLP (as required by section 519(2E)). (2) He may send with the notice an authenticated requisition calling on the designated members of the LLP forthwith duly to convene a meeting of the members of the LLP for the purpose of receiving and considering such explanation of the reasons for, and matters connected with, his resignation as he may wish to place before the meeting. (3) He may request the LLP to circulate to its members before the meeting convened on his requisition, a statement in writing (not exceeding a reasonable length) of the reasons for, and matters connected with, his resignation. (4) The LLP must (unless the statement is received too late for it to comply)— (a) in any notice of the meeting given to members of the LLP, state the fact of the statement having been made, and (b) send a copy of the statement to every member of the LLP to whom notice of the meeting is or has been sent. (5) The designated members must within 21 days from the date on which the LLP receives a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given. (6) If default is made in complying with subsection (5), every designated member who failed to take all reasonable steps to secure that a meeting was convened commits an offence. (7) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction to a fine not exceeding the statutory maximum. (8) If a copy of the statement mentioned above is not sent out as required because received too late or because of the LLP's default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting. (9) Copies of a statement need not be sent out and the statement need not be read out at the meeting if, on the application either of the LLP or of any other person who claims to be aggrieved, the court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The court may order the LLP's costs (in Scotland, expenses) on such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. (10) An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 502(1) in relation to any such meeting of the LLP as is mentioned in subsection (3). In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

• (2) In section 518 (applied to LLPs by paragraph (1)) as it applies in relation to an auditor appointed before 1st October 2008, the reference to rights under section 502(1) shall be read as a reference to rights under section 390(1) of the 1985 Act or Article 398(1) of the 1986 Order as applied to LLPs.

Auditor statements

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Sections 519 to 526 apply to LLPs, modified so that they read as follows—

(519) (1) An auditor of a public interest LLP who is ceasing to hold office (at any time and for any reason) must send to the LLP a statement of the reasons for doing so. (2) An auditor (“A”) of a non-public interest LLP who is ceasing to hold office must send to the LLP a statement of the reasons for doing so unless A satisfies the first or second condition. (2A) The first condition is that A is ceasing to hold office at the end of a period for appointing auditors. (2B) The second condition is that— (a) A’s reasons for ceasing to hold office are all exempt reasons (as to which see section 519A(3)), and (b) there are no matters connected with A’s ceasing to hold office that A considers need to be brought to the attention of members or creditors of the LLP. (2C) A statement under this section must include— (a) the auditor’s name and address; (b) the number allocated to the auditor on being entered in the register of auditors kept under section 1239; (c) the LLP’s name and registered number. (2D) Where there are matters connected with an auditor’s ceasing to hold office that the auditor considers need to be brought to the attention of members or creditors of the LLP, the statement under this section must include details of those matters. (2E) Where— (a) an auditor (“A”) of a non-public interest LLP is required by subsection (2) to send a statement, and (b) A considers that none of the reasons for A’s ceasing to hold office, and no matters (if any) connected with A’s ceasing to hold office, need to be brought to the attention of members or creditors of the LLP, A’s statement under this section must include a statement to that effect. (3) A statement under this section must be sent— (a) in the case of resignation, along with the notice of resignation; (b) in the case of failure to seek re-appointment, not less than 14 days before the end of the time allowed for next appointing an auditor; (c) in any other case, not later than the end of the period of 14 days beginning with the date on which he ceases to hold office. (4) A person ceasing to hold office as auditor who fails to comply with this section commits an offence. (5) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (6) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (7) 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 acts 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. (519A) (1) In this Chapter— - “public interest LLP” means an LLP—an issuer whose transferable securities are admitted to trading on a UK regulated market; ora 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 the same Regulation; - “non-public interest LLP” means an LLP that is not a public interest LLP. (2) For the purposes of the definition of “public interest LLP”— - “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6)); - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) In the application of this Chapter to an auditor (“A”) of an LLP ceasing to hold office, the following are “exempt reasons”— (a) A is no longer to carry out statutory audit work within the meaning of Part 42 (see section 1210(1)); (b) the LLP is, or is to become, exempt from audit under section 477, 479A or 480, and intends to include in its balance sheet a statement of the type described in section 475(2); (c) the LLP is a subsidiary undertaking of a parent undertaking that is incorporated in the United Kingdom and— (i) the parent undertaking prepares group accounts, and (ii) A is being replaced as auditor of the LLP by the auditor who is conducting, or is to conduct, an audit of the group accounts; (d) the LLP is being wound up under Part 4 of the Insolvency Act 1986 or Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), whether voluntarily or by the court, or a petition under Part 4 of that Act or Part 5 of that Order (as applied to LLPs) for the winding up of the LLP has been presented and not finally dealt with or withdrawn. In this paragraph the references— (i) to Part 4 of the Insolvency Act 1986 are to that Part as applied to LLPs by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), and (ii) to Part 5 of the Insolvency (Northern Ireland) Order 1989 are to that Part as applied to LLPs by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307). (4) But the reason described in subsection (3)(c) is only an exempt reason if the auditor who is conducting, or is to conduct, an audit of the group accounts is also conducting, or is also to conduct, the audit (if any) of the accounts of each of the subsidiary undertakings (of the parent undertaking) that is incorporated in the United Kingdom and included in the consolidation. (520) (1) This section applies where an LLP receives from an auditor (“A”) who is ceasing to hold office a statement under section 519 except where— (a) the LLP is a non-public interest LLP, and (b) the statement includes a statement to the effect that A considers that none of the reasons for A’s ceasing to hold office, and no matters (if any) connected with A’s ceasing to hold office, need to be brought to the attention of members or creditors of the LLP (as required by section 519(2E)). (2) Where this section applies, the LLP must within 14 days of the receipt of the statement either— (a) send a copy of it to every person who under section 423 is entitled to be sent copies of the accounts, or (b) apply to the court. (3) If it applies to the court, the LLP must notify the auditor of the application. (4) If the court is satisfied that the auditor is using the provisions of section 519 to secure needless publicity for defamatory matter— (a) it shall direct that copies of the statement need not be sent out, and (b) it may further order the LLP's costs (in Scotland, expenses) on the application to be paid in whole or in part by the auditor, even if he is not a party to the application. The LLP must within 14 days of the court's decision send to the persons mentioned in subsection (2)(a) a statement setting out the effect of the order. (5) If no such direction is made the LLP must send copies of the statement to the persons mentioned in subsection (2)(a) within 14 days of the court's decision or, as the case may be, of the discontinuance of the proceedings. (6) In the event of default in complying with this section an offence is committed by every designated member of the LLP who is in default. (7) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (8) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (521) (A1) This section applies where an auditor (“A”) of an LLP sends a statement to the LLP under section 519 except where— (a) the LLP is a non-public interest LLP, and (b) the statement includes a statement to the effect that A considers that none of the reasons for A’s ceasing to hold office, and no matters (if any) connected with A’s ceasing to hold office, need to be brought to the attention of members or creditors of the LLP (as required by section 519(2E)). (1) Where this section applies, unless within 21 days beginning with the day on which he sent the statement under section 519 the auditor receives notice of an application to the court under section 520, he must within a further seven days send a copy of the statement to the registrar. (2) If an application to the court is made under section 520 and the auditor subsequently receives notice under subsection (5) of that section, he must within seven days of receiving the notice send a copy of the statement to the registrar. (3) An auditor who fails to comply with subsection (1) or (2) commits an offence. (4) In proceedings for such an offence it is a defence for the person charged to show that 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 a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (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 acts 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. (522) (1) Where an auditor of an LLP sends a statement under section 519, the auditor must at the same time send a copy of the statement to the appropriate audit authority. (5) A person ceasing to hold office as auditor who fails to comply with this section commits an offence. (6) If that person is a firm an offence is committed by— (a) the firm, and (b) every officer of the firm who is in default. (7) In proceedings for an offence under this section it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (8) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (523) (1) This section applies if an auditor is ceasing to hold office at any time other than at the end of a period for appointing auditors. (1A) But this section does not apply if the LLP reasonably believes that the only reasons for the auditor’s ceasing to hold office are exempt reasons (as to which see section 519A(3)). (2) Where this section applies, the LLP must give notice to the appropriate audit authority that the auditor is ceasing to hold office. (2A) The notice is to take the form of a statement by the LLP of what the LLP believes to be the reasons for the auditor’s ceasing to hold office and must include the information listed in section 519(2C). This is subject to subsection (2C). (2B) Subsection (2C) applies where— (a) the LLP receives a statement from the auditor under section 519, (b) the statement is sent at the time required by section 519(3), and (c) the LLP agrees with the contents of the statement. (2C) Where this subsection applies, the notice may instead take the form of a copy of the statement endorsed by the LLP to the effect that it agrees with the contents of the statement. (3) A notice under this section must be given within the period of 28 days beginning with the day on which the auditor ceases to hold office. (4) If an LLP fails to comply with this section, an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (5) In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (6) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (524) (1) Where the appropriate audit authority receives a statement under section 522 or a notice under section 523, the authority may forward to the accounting authorities— (a) a copy of the statement or notice, and (b) any other information the authority has received from the auditor or the LLP concerned in connection with the auditor’s ceasing to hold office. (2) The accounting authorities are— (a) the Secretary of State, and (b) the Financial Reporting Council Limited. (3) If either of the accounting authorities is also the appropriate audit authority it is only necessary to comply with this section as regards any other accounting authority. (4) If the court has made an order under section 520(4) directing that copies of the statement need not be sent out by the LLP, sections 460 and 461 (restriction on further disclosure) apply in relation to the copies sent to the accounting authorities as they apply to information obtained under section 459 (power to require documents etc). (525) (1) In sections 522, 523 and 524 “appropriate audit authority” means— (a) in relation to an auditor of a public interest LLP (other than an Auditor General), the body known as the Professional Oversight Board established under the articles of association of the Financial Reporting Council Limited (registered number 02486368); (b) in relation to an auditor of a non-public interest LLP (other than an Auditor General), the relevant supervisory body; (c) in relation to an Auditor General, the Independent Supervisor. “Supervisory body” and “Independent Supervisor” have the same meaning as in Part 42 (statutory auditors) (see sections 1217 and 1228). (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (526) If an auditor ceases to hold office for any reason, any surviving or continuing auditor or auditors may continue to act.

PART 14 — LLP AUDIT: SUPPLEMENTARY PROVISIONS

Minor definitions

47

Section 539 applies to LLPs, modified so that it reads as follows—

(539) In this Part— - “e-money issuer” means a person who is registered as an authorised electronic money institution or a small electronic money institution within the meaning of the Electronic Money Regulations 2011 or who has permission under Part 4 of the Financial Services and Markets Act 2000 (c.8) to carry on the activity of issuing electronic money within the meaning of article 9B of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544); - “LLP agreement” means any agreement express or implied between the members of the LLP or between the LLP and the members of the LLP which determines the mutual rights and duties of the members, and their rights and duties in relation to the LLP; - “MiFID investment firm” means an investment firm within the meaning of Article 2(1A) of Regulation (EU) No.600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No.648/2012, other than— 1. an LLP which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544), 2. an LLP which is an exempt investment firm as defined by regulation 8 (meaning of exemption of investment firm in Chapter 1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), and 3. any other LLP which fulfils all the requirements set out in regulation 6(3) of those Regulations; - “qualified”, in relation to an auditor's report (or a statement contained in an auditor's report), means that the report or statement does not state the auditor's unqualified opinion that the accounts have been properly prepared in accordance with this Act or, in the case of an undertaking not required to prepare accounts in accordance with this Act, under any corresponding legislation under which it is required to prepare accounts; - “turnover”, in relation to an LLP, means the amounts derived from the provision of goods and services falling within the LLP's ordinary activities, after deduction of— 1. trade discounts, 2. value added tax, and 3. any other taxes based on the amounts so derived; - “UCITS management company” has the meaning given by the Glossary to the Handbook made by the Financial Conduct Authority under the Financial Services and Markets Act 2000;

PART 15 — STATUTORY AUDITORS

Extension of Part 42

48

For the purposes of section 1210(1)(h) (meaning of “statutory auditor”)—

• (a) an LLP is a prescribed person, and

• (b) Part 16 of the Companies Act 2006 as applied to LLPs is a prescribed enactment,

(and accordingly a person appointed as auditor of an LLP under Part 16 of that Act as applied to LLPs by these Regulations is a statutory auditor).

PART 16 — OFFENCES

Liability of member in default

49

Sections 1121 and 1122 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1121) (1) This section has effect for the purposes of any provision of the Companies Acts to the effect that, in the event of contravention of an enactment in relation to an LLP, an offence is committed by every member or, as the case may be, every designated member of the LLP who is in default. (2) A member or designated member is “in default” for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention. (1122) (1) Where a company is a member or designated member of an LLP, it does not commit an offence as a member or designated member in default unless one of its officers is in default. (2) Where any such offence is committed by a company the officer in question also commits the offence and is liable to be proceeded against and punished accordingly. (3) In this section— (a) officer” includes any director, manager or secretary, and (b) an officer is “in default” for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

General provisions

50

Sections 1125 to 1132 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1125) (1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount. (2) This means that the person is liable on a second or subsequent summary conviction of the offence to a fine not exceeding the latter amount for each day on which the contravention is continued (instead of being liable to a fine not exceeding the former amount). (1126) (1) This section applies to proceedings for an offence under section 458 or 460 of this Act. (2) No such proceedings are to be brought in England and Wales except by or with the consent of the Secretary of State or the Director of Public Prosecutions. (3) No such proceedings are to be brought in Northern Ireland except by or with the consent of the Secretary of State or the Director of Public Prosecutions for Northern Ireland. (1127) (1) Summary proceedings for any offence under the Companies Acts may be taken— (a) against a body corporate, at any place at which the body has a place of business, and (b) against any other person, at any place at which he is for the time being. (2) This is without prejudice to any jurisdiction exercisable apart from this section. (1128) (1) An information relating to an offence under the Companies Acts that is triable by a magistrates' court in England and Wales may be so tried if it is laid— (a) at any time within three years after the commission of the offence, and (b) within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge. (2) Summary proceedings in Scotland for an offence under the Companies Acts— (a) must not be commenced after the expiration of three years from the commission of the offence; (b) subject to that, may be commenced at any time— (i) within twelve months after the date on which evidence sufficient in the Lord Advocate's opinion to justify the proceedings came to his knowledge, or (ii) where such evidence was reported to him by the Secretary of State, within twelve months after the date on which it came to the knowledge of the latter. Section 136(3) of the Criminal Procedure (Scotland) Act 1995 (c.46) (date when proceedings deemed to be commenced) applies for the purposes of this subsection as for the purposes of that section. (3) A magistrates' court in Northern Ireland has jurisdiction to hear and determine a complaint charging the commission of a summary offence under the Companies Acts provided that the complaint is made— (a) within three years from the time when the offence was committed, and (b) within twelve months from the date on which evidence sufficient in the opinion of the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge. (4) For the purposes of this section a certificate of the Director of Public Prosecutions, the Lord Advocate, the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) as to the date on which such evidence as is referred to above came to his notice is conclusive evidence. (1129) In proceedings against a person for an offence under the Companies Acts, nothing in those Acts is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications). (1130) (1) Proceedings for an offence under the Companies Acts alleged to have been committed by an unincorporated body must be brought in the name of the body (and not in that of any of its members). (2) For the purposes of such proceedings— (a) any rules of court relating to the service of documents have effect as if the body were a body corporate, and (b) the following provisions apply as they apply in relation to a body corporate— (i) in England and Wales, section 33 of the Criminal Justice Act 1925 (c.86) and Schedule 3 to the Magistrates' Courts Act 1980 (c.43), (ii) in Scotland, sections 70 and 143 of the Criminal Procedure (Scotland) Act 1995 (c.46), (iii) in Northern Ireland, section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c.15 (N.I.)) and Article 166 of and Schedule 4 to the Magistrates' Courts (Northern Ireland) Order 1981 (S.I. 1981/1675 (N.I. 26)). (3) A fine imposed on an unincorporated body on its conviction of an offence under the Companies Acts must be paid out of the funds of the body. (1131) (1) This section applies to any provision of the Companies Acts that provides that a person guilty of an offence is liable on summary conviction in England and Wales to imprisonment for a term not exceeding twelve months. (2) In relation to an offence committed before the commencement of section 154(1) of the Criminal Justice Act 2003 (c.44), for “twelve months” substitute “six months”. (1132) (1) An application under this section may be made— (a) in England and Wales, to a judge of the High Court by the Director of Public Prosecutions, the Secretary of State or a chief officer of police; (b) in Scotland, to one of the Lords Commissioners of Justiciary by the Lord Advocate; (c) in Northern Ireland, to the High Court by the Director of Public Prosecutions for Northern Ireland, the Department of Enterprise, Trade and Investment or a chief superintendent of the Police Service of Northern Ireland. (2) If on an application under this section there is shown to be reasonable cause to believe— (a) that any person has, while a member of an LLP, committed an offence in connection with the management of the LLP's affairs, and (b) that evidence of the commission of the offence is to be found in any documents in the possession or control of the LLP, an order under this section may be made. (3) The order may— (a) authorise any person named in it to inspect the documents in question, or any of them, for the purpose of investigating and obtaining evidence of the offence, or (b) require such member of the LLP as may be named in the order, to produce the documents (or any of them) to a person named in the order at a place so named. (4) This section applies also in relation to documents in the possession or control of a person carrying on the business of banking, so far as they relate to the LLP's affairs, as it applies to documents in the possession or control of the LLP, except that no such order as is referred to in subsection (3)(b) may be made by virtue of this subsection.

The decision under this section of a judge of the High Court, any of the Lords Commissioners of Justiciary or the High Court is not appealable. In this section “document” includes information recorded in any form.

PART 17 — LLPs: SUPPLEMENTARY AND INTERPRETATION

Courts and legal proceedings

51

Section 1157 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1157) (1) If in proceedings for negligence, default, breach of duty or breach of trust against— (a) a member of an LLP, or (b) a person employed by an LLP as auditor, it appears to the court hearing the case that the member or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit. (2) If any such member or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust— (a) he may apply to the court for relief, and (b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Meaning of “undertaking” and related expressions

52

Sections 1161 and 1162 and Schedule 7 apply to LLPs, modified so that they read as follows—

(1161) (1) In this Act “undertaking” means— (a) a body corporate or partnership, or (b) an unincorporated association carrying on a trade or business, with or without a view to profit. (2) In this Act references to shares— (a) in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and (b) in relation to an undertaking without capital, are to interests— (i) conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or (ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up. (3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description. This is subject to provision in any specific context providing for the translation of such expressions. (4) References in this Act to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other. (5) In this Act “group undertaking”, in relation to an undertaking, means an undertaking which is— (a) a parent undertaking or subsidiary undertaking of that undertaking, or (b) a subsidiary undertaking of any parent undertaking of that undertaking. (1162) (1) This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of this Act. (2) An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if— (a) it holds a majority of the voting rights in the undertaking, or (b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or (c) it has the right to exercise a dominant influence over the undertaking— (i) by virtue of provisions contained in the undertaking's articles or in an LLP Agreement, or (ii) by virtue of a control contract, or (d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking. (3) For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking— (a) if any of its subsidiary undertakings is a member of that undertaking, or (b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings. (4) An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if— (a) it has the power to exercise, or actually exercises, dominant influence or control over it, or (b) it and the subsidiary undertaking are managed on a unified basis. (5) A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly. (6) Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section. (7) In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.

SCHEDULE 7 (1) The provisions of this Schedule explain expressions used in section 1162 (parent and subsidiary undertakings) and otherwise supplement that section. (2) (1) In section 1162(2)(a) and (d) the references to the voting rights in an undertaking are to the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters. (2) In relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights the references to holding a majority of the voting rights in the undertaking are to be construed as references to having the right under the constitution of the undertaking to direct the overall policy of the undertaking or to alter the terms of its constitution. (3) (1) In section 1162(2)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters. (2) An undertaking shall be treated as having the right to appoint to a directorship if— (a) a person's appointment to it follows necessarily from his appointment as director of the undertaking, or (b) the directorship is held by the undertaking itself. (3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship. (4) (4) In relation to an undertaking the business of which is managed by the members, references to the board of directors or directors are to be construed as references to members. (4) (1) For the purposes of section 1162(2)(c) an undertaking shall not be regarded as having the right to exercise a dominant influence over another undertaking unless it has a right to give directions with respect to the operating and financial policies of that other undertaking which its directors are obliged to comply with whether or not they are for the benefit of that other undertaking. (2) A “control contract” means a contract in writing conferring such a right which— (a) is of a kind authorised by the articles of the undertaking or by the LLP agreement of the LLP in relation to which the right is exercisable, and (b) is permitted by the law under which that undertaking is established. (3) In relation to an undertaking the business of which is managed by the members, references to directors are to be construed as references to members. (4) This paragraph shall not be read as affecting the construction of section 1162(4)(a). (5) (1) Rights which are exercisable only in certain circumstances shall be taken into account only— (a) when the circumstances have arisen, and for so long as they continue to obtain, or (b) when the circumstances are within the control of the person having the rights. (2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account. (6) Rights held by a person in a fiduciary capacity shall be treated as not held by him. (7) (1) Rights held by a person as nominee for another shall be treated as held by the other. (2) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence. (8) Rights attached to shares held by way of security shall be treated as held by the person providing the security— (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests. (9) (1) Rights shall be treated as held by a parent undertaking if they are held by any of its subsidiary undertakings. (2) Nothing in paragraph 7 or 8 shall be construed as requiring rights held by a parent undertaking to be treated as held by any of its subsidiary undertakings. (3) For the purposes of paragraph 8 rights shall be treated as being exercisable in accordance with the instructions or in the interests of an undertaking if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of any group undertaking. (10) The voting rights in an undertaking shall be reduced by any rights held by the undertaking itself. (11) References in any provision of paragraphs 6 to 10 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

Meaning of “dormant”

53

Section 1169 applies to LLPs, modified so that it reads as follows—

(1169) (1) For the purposes of this Act an LLP is “dormant” during any period in which it has no significant accounting transaction. (2) A “significant accounting transaction” means a transaction that is required by section 386 to be entered in the LLP's accounting records. (3) In determining whether or when an LLP is dormant, there shall be disregarded any transaction consisting of the payment of— (a) a fee to the registrar on a change of the LLP's name, (b) a penalty under section 453 (penalty for failure to file accounts), or (c) a fee to the registrar for the registration of an annual return.

Requirements of this Act

54

Section 1172 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1172) References in the provisions of this Act applied to LLPs to the requirements of this Act include the requirements of regulations and orders made under it.

Minor definitions

55

Section 1173 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1173) (1) In this Act— - “the Audit Regulation” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities; - “body corporate” includes a body incorporated outside the United Kingdom, but does not include— 1. a corporation sole, or 2. a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed; - “the competent authority” means the Financial Reporting Council Limited - “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; - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - “firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association; - “parent LLP” means an LLP that is a parent undertaking (see section 1162 and Schedule 7); - “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000 (c.8); - “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; - “transferable securities” has the meaning given by Article 2.1.24 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; - “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; (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Regulations

56

Sections 1288 to 1290 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1288) Except as otherwise provided, regulations under this Act shall be made by statutory instrument. (1289) Where regulations under this Act are subject to “negative resolution procedure” the statutory instrument containing the regulations or order shall be subject to annulment in pursuance of a resolution of either House of Parliament. (1290) Where regulations under this Act are subject to “affirmative resolution procedure” the regulations must not be made unless a draft of the statutory instrument containing them has been laid before Parliament and approved by a resolution of each House of Parliament.

57

Section 1292 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1292) (1) Regulations under this Act may— (a) make different provision for different cases or circumstances, (b) include supplementary, incidental and consequential provision, and (c) make transitional provision and savings. (2) Any provision that may be made by regulations under this Act subject to negative resolution procedure may be made by regulations subject to affirmative resolution procedure.

PART 18 — FINAL PROVISIONS

Revocation and transitional provisions

58

• (1) Subject to paragraphs (3) to (11), the following provisions of the Limited Liability Partnerships Regulations 2001 are revoked—

• (a) regulation 3 and Schedule 1,

• (b) in Schedule 2, the entries relating to sections 384, 385, 387, 388, 388A, 389A, 390, 390A, 390B, 391, 391A, 392, 392A, 394, 394A and 742, and

• (c) entries 1, 2, 3 and 6 in Part I of Schedule 6.

• (2) Subject to paragraphs (3) to (11), the following provisions of the Limited Liability Partnerships Regulations (Northern Ireland) 2004 are revoked—

• (a) regulation 3 and Schedule 1,

• (b) in Schedule 2, the entries relating to Articles 10, 392, 393, 395, 396, 396A, 397A, 398, 398A, 398B, 399, 399A, 400, 400A, 401A and 401B, and

• (c) entries 1, 2, 3 and 6 in Part I of Schedule 5.

• (3) The provisions specified in paragraphs (1)(a) and (c) and (2)(a) and (c), and the entries specified in paragraphs (1)(b) and (2)(b) relating to section 742 of the 1985 Act or Article 10 of the 1986 Order, continue to apply to accounts for, and otherwise as regards, financial years beginning before 1st October 2008.

• (4) The entries specified in paragraphs (1)(b) and (2)(b) relating to sections 384, 385, 387, 388 and 388A of the 1985 Act or Articles 392, 393, 395, 396 and 396A of the 1986 Order continue to apply in relation to appointments of auditors for financial years beginning before 1st October 2008, and section 388(2) of the 1985 Act or Article 396(2) of the 1986 Order as applied to LLPs continues to apply where the vacancy occurs before that date.

• (5) The entries specified in paragraphs (1)(b) and (2)(b) relating to section 389A of the 1985 Act or Article 397A of the 1986 Order continue to apply as regards financial years beginning before 1st October 2008.

• (6) The entries specified in paragraphs (1)(b) and (2)(b) relating to section 390 of the 1985 Act or Article 398 of the 1986 Order continue to apply to auditors appointed before 1st October 2008.

• (7) The entries specified in paragraphs (1)(b) and (2)(b) relating to sections 390A and 390B of the 1985 Act or Articles 398A and 398B of the 1986 Order continue to apply to auditors appointed for financial years beginning before 1st October 2008.

• (8) The entries specified in paragraphs (1)(b) and (2)(b) relating to sections 391 and 391A of the 1985 Act or Articles 399 and 399A of the 1986 Order continue to apply as respects removal of auditors where notice is given to the auditor before 1st October 2008.

• (9) The entries specified in paragraphs (1)(b) and (2)(b) relating to section 391A of the 1985 Act or Article 399A of the 1986 Order continue to apply as regards failure to re-appoint an auditor to appointments for financial years beginning before 1st October 2008.

• (10) -The entries specified in paragraphs (1)(b) and (2)(b) relating to sections 392 and 392A of the 1985 Act or Articles 400 and 400A of the 1986 Order continue to apply to resignations occurring before 1st October 2008.

• (11) The entries specified in paragraphs (1)(b) and (2)(b) relating to sections 394 and 394A of the 1985 Act or Articles 401A and 401B of the 1986 Order continue to apply where the auditor ceases to hold office before 1st October 2008.

Signed

Gareth Thomas — Parliamentary Under Secretary of State for Trade and Consumer Affairs, — 2008-07-17

Explanatory note

(This note is not part of the Regulations)

Footnotes