Part 9: Part 9: Accounting and Audit Requirements
Article 32 - Maintenance of accounting Records(1) Every
Limited Liability Partnershipshall keep proper accounting Recordswith respect to all sums of money received and expended by the Limited Liability Partnershipand all sales and purchases of goods and services and other transactions of the Limited Liability Partnershipand the assets and Liabilitiesof the Limited Liability Partnership. Such accounting Recordsshall be sufficient to show and explain all transactions by the Limited Liability Partnershipand must be such as to:(A) disclose with reasonable accuracy the financial position of the Limited Liability Partnershipat any time; and(B) enable the Membersto ensure that any accounts prepared by the Limited Liability Partnershipcomply with the requirements of these Regulations.(2) A Limited Liability Partnership'saccounting Recordsshall be:(A) kept at the Limited Liability Partnership'sregistered office;(B) preserved by the Limited Liability Partnershipfor at least six years from the date to which they relate; and(C) at all reasonable times open to inspection by the Membersand auditor of the Limited Liability Partnership.(3) If a Limited Liability Partnershipfails to comply with Article 32(1) or Article 32(2), the Limited Liability Partnershipand every Designated Memberis in contravention of these Regulations.
Article 33 - Financial year of a Limited Liability Partnership(1) The first financial year of a
Limited Liability Partnershipstarts from the day on which it is incorporated and lasts for the period ending on the financial year end date specified in the Incorporation Documentfalling not less than six months and not more than 18 months after the incorporation of the Limited Liability Partnership.(2) The second and any subsequent financial year shall start with the day immediately following the end of the Limited Liability Partnership'sprevious financial year and shall end on the financial year end date in the next calendar year.(3) A Limited Liability Partnershipmay by notice in the Prescribed Formgiven to the CROspecify a new financial year end date having effect in relation to:(A) the Limited Liability Partnership'scurrent financial year and subsequent financial years; or(B) the Limited Liability Partnership'sprevious financial year and all financial years subsequent to that previous financial yearwhere a Limited Liability Partnership's"previous financial year" means that year immediately preceding its current financial year.(4) The notice shall state whether the current or previous financial year:(A) is to be shortened, so as to come to an end on the first occasion on which the new financial year end date falls or fell after the beginning of the financial year; or(B) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the financial year.(5) A notice under Article 33(3), stating that the current or previous financial year is to be extended is ineffective, if given less than five years after the end of an earlier financial year of the Limited Liability Partnershipwhich was extended by virtue of this Article.(6) A notice under Article 33(3) may not be given in respect of a previous financial year if the period allowed for laying and delivering accounts in relation to that year has already expired.(7) A Limited Liability Partnership'sfinancial year shall not, in any case, be extended so as to exceed eighteen months and a notice under Article 33 is ineffective if the current or previous financial year as extended in accordance with the notice would exceed that limit.
Article 34 - Limited Liability Partnership accounts(1) The
Membersof every Limited Liability Partnershipshall cause accounts to be prepared in relation to each financial year of the Limited Liability Partnershipwhich shall be in the English language and shall comprise or include:(A) relevant financial statements set out in accordance with IFRS, UK GAAP, US GAAPor such other accounting principles and standards as may be prescribed in rules made by the QFC Authority; and(B) such further information as may be required by these Regulations, any rules made by the QFC Authorityand the Limited Liability Partnership Agreement.(2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by the QFC Authorityand comply with any other requirements of these Regulationsor any rules made by the QFC Authority. The accounts shall show a true and fair view of the profit or loss of the Limited Liability Partnershipfor the financial year in question and of the state of the Limited Liability Partnership'saffairs at the end of such financial year.(3) A Limited Liability Partnership'saccounts shall be approved by the Membersand signed on their behalf by a Designated Member.(4) Within four months after the end of the financial year, the accounts for that year shall be:(A) prepared and approved by all the Members; and(B) examined and reported upon by the Limited Liability Partnership'sauditors in accordance with these Regulationsand any rules made by the QFC Authority, such auditors' report to be written in the English language.(5) A Limited Liability Partnershipshall file with the CROin the Prescribed Formwithin 21 days after the accounts have been approved by the Members, a copy of the accounts and auditors' report.(6) In this Part 9, references to "accounts" are to those accounts prepared in accordance with this Article. Amended by QFCA RM2012-1 (as from 11th April 2012)
Article 35 - Provision of copy of accounts to Members(1) Any
Memberof a Limited Liability Partnershipis entitled, on demand and without charge, to be furnished with a copy of the Limited Liability Partnership'slatest audited accounts and auditor's report.(2) A Limited Liability Partnershipshall comply with such a request within seven days.(3) If a Limited Liability Partnershipfails to comply with Article 35(2), the Limited Liability Partnershipand every Designated Memberis in contravention of these Regulations.
Article 36 - Publication of accounts
Any accounts published by a
Limited Liability Partnershipmust be audited and a copy of the auditors' report must accompany the published accounts.
Article 37 - Qualification of auditor
Limited Liability Partnership'sauditor shall be an individual auditor or firm of auditors qualified to act as auditors in the QFCand approved by the QFC Authorityto act as auditors for Limited Liability Partnershipsand other Entitiesincorporated or registered in the QFCand entered in the register of auditors maintained by the CROpursuant to the Companies Regulations.
Article 38 - Appointment and removal of auditor(1) A
Limited Liability Partnershipshall appoint one or more auditors or a firm of auditors, who shall examine and report on the Limited Liability Partnership'saccounts in accordance with these Regulations. Except as provided for in Article 38(6) and Article 40(4) the LLPshall give notice in writing to the CROwithin 21 days of any change in auditor on the Prescribed Formtogether with the Prescribed Fee.(2) No person shall be appointed as auditor of a Limited Liability Partnershipwho is an employee or a Memberof that Limited Liability Partnershipor who is a partner, employer or employee of any such employee or Member.(3) The Membersof a Limited Liability Partnershipshall appoint the auditor of that Limited Liability Partnershipfrom time to time.(4) Where for any reason no auditor is appointed, the CROmay, on the application of any Member, appoint one or more auditors to hold office.(5) Notwithstanding any agreement but without prejudice to the auditor's rights to compensation or damages, any auditor of a Limited Liability Partnershipmay be removed by the Members.(6) The Limited Liability Partnershipshall as soon as reasonably practicable and in any event not later than five days after the removal of the auditor in accordance with Article 38(5), file a notice of removal in the Prescribed Formwith the Prescribed Feewith the CROand if an Authorised Firmwith the Regulatory Authority. Amended by QFCA RM2012-1 (as from 11th April 2012)
Article 39 - Remuneration of auditor(1) The remuneration of an auditor of a
Limited Liability Partnershipappointed by the Membersshall be fixed by the Members.(2) Where one or more auditors are appointed by the CROunder Article 38(4), the CROshall also fix the remuneration to be paid by the Limited Liability Partnershipfor his or their services.(3) There shall be stated in a note to a Limited Liability Partnership'saudited accounts the amount of the remuneration of the Limited Liability Partnership'sauditor in his capacity as such.
Article 40 - Resignation of auditor(1) An auditor of a
Limited Liability Partnershipmay resign from office by depositing a notice in writing to that effect at the Limited Liability Partnership'sregistered office, and any such notice operates to bring his term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.(2) When an auditor ceases for any reason to hold office the auditor shall deposit at the Limited Liability Partnership'sregistered office:(A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of the Membersor creditors of the Limited Liability Partnership; or(B) if he considers that there are no such circumstances a statement that there are none.(3) Where a statement under this Article 40 falls within Article 40(2)(A), the Limited Liability Partnershipshall within 21 days send a copy of the statement to every Memberof the Limited Liability Partnership.(4) The Limited Liability Partnershipshall as soon as reasonably practicable and in any event not later than five days after the deposit of notice of resignation at its registered office file a copy of the notice in the Prescribed Formtogether with the Prescribed Feewith the CROand if an Authorised Firmwith the Regulatory Authority. Amended by QFCA RM2012-1 (as from 11th April 2012)
Article 41 - Auditor's report to the Members(1) A
Limited Liability Partnership'sauditor shall make a report to the Memberson the accounts examined by the auditor.(2) The auditor's report shall state:(A) whether in the auditor's opinion the accounts have been properly prepared in accordance with these Regulations;(B) in particular, whether the accounts have been prepared in accordance with accounting principles and standards referred to in Article 34(1)(A); and(C) any other matter or opinion required under these Regulationsor rules made by the Regulatory Authorityunder the Financial Services Regulations.
Article 42 - Powers and duties of auditor(1) A
Limited Liability Partnership'sauditor shall, in preparing a report in relation to the accounts of a Limited Liability Partnership, carry out such investigations as will enable the auditor to form an opinion as to the following matters:(A) whether proper accounting Recordshave been kept by the Limited Liability Partnershipand proper returns adequate for the audit have been received from offices or branches of the Limited Liability Partnershipnot visited by the auditor;(B) whether the Limited Liability Partnership'saccounts are in agreement with such accounting Recordsand returns; and(C) whether the Limited Liability Partnership'saccounts have been prepared in compliance with applicable accounting principles and standards.(2) If the auditor is of the opinion that proper accounting Recordshave not been kept, or that proper returns adequate for the audit have not been received from offices or branches not visited by the auditor, or if the accounts are not in agreement with the accounting Recordsand returns, or that the accounts do not comply with accounting principles and standards, the auditor shall state that fact in his report under Article 42.(3) The auditor shall have a right of access at all reasonable times to the Limited Liability Partnership'saccounting and other books and Records, and is entitled to require from the Limited Liability Partnership's Memberssuch information and explanations as the auditor considers necessary for the performance of his duties.(4) If the auditor fails to obtain all the information and explanations which, to the best of the auditor's knowledge and belief, are necessary for the purposes of the audit, the auditor shall state that fact in his report under Article 41.(5) Every auditor is entitled to receive notice of, and attend, any meeting of the Membersand to be heard on any part of the business of the meeting which concerns the auditor.
Article 43 - Auditor's right to information
Limited Liability Partnershipand any Member, employee or agent of a Limited Liability Partnership, shall not knowingly or recklessly make to the Limited Liability Partnership'sauditor a statement (whether written or oral) which conveys or purports to convey any information or explanation which the auditor requires, or is entitled to require, as auditor of the Limited Liability Partnershipand is false, misleading or deceptive in a material particular.
Article 44 - Obstruction of auditor(1) A
Limited Liability Partnership, or any Member, or any person acting under the direction or authority of such a Limited Liability Partnershipor Member, shall not engage in conduct, including without limitation, the:(A) destruction or concealment of Documents;(B) coercion, manipulation, misleading, or influencing of the auditor;(C) failure to provide access to information or Documentsspecified by the auditor; or(D) failure to give any information or explanation which the person is able to givewhere the Limited Liability Partnership, Memberor other person knows or ought to know that such conduct could, if successful, have the effect referred to in Article 44(2).(2) For the purposes of Article 44(1), the effect referred to in this paragraph is:(A) to obstruct the auditor in the exercise of any powers under this Part 9; or(B) to result in the rendering of the accounts of the Limited Liability Partnershipor the auditor's report materially misleading.