Part 9: Part 9: Accounting and Audit Requirements
Article 32 - Maintenance of accounting Records
(1) EveryLimited Liability Partnership shall keep proper accountingRecords with respect to all sums of money received and expended by theLimited Liability Partnership and all sales and purchases of goods and services and other transactions of theLimited Liability Partnership and the assets andLiabilities of theLimited Liability Partnership . Such accountingRecords shall be sufficient to show and explain all transactions by theLimited Liability Partnership and must be such as to:(A) disclose with reasonable accuracy the financial position of theLimited Liability Partnership at any time; and(B) enable theMembers to ensure that any accounts prepared by theLimited Liability Partnership comply with the requirements of theseRegulations .(2) ALimited Liability Partnership's accountingRecords shall be:(A) kept at theLimited Liability Partnership's registered office;(B) preserved by theLimited Liability Partnership for at least six years from the date to which they relate; and(C) at all reasonable times open to inspection by theMembers and auditor of theLimited Liability Partnership .(3) If aLimited Liability Partnership fails to comply with Article 32(1) or Article 32(2), theLimited Liability Partnership and everyDesignated Member is in contravention of theseRegulations .Article 33 - Financial year of a Limited Liability Partnership
(1) The first financial year of aLimited Liability Partnership starts from the day on which it is incorporated and lasts for the period ending on the financial year end date specified in theIncorporation Document falling not less than six months and not more than 18 months after the incorporation of theLimited Liability Partnership .(2) The second and any subsequent financial year shall start with the day immediately following the end of theLimited Liability Partnership's previous financial year and shall end on the financial year end date in the next calendar year.(3) ALimited Liability Partnership may by notice in thePrescribed Form given to theCRO specify a new financial year end date having effect in relation to:(A) theLimited Liability Partnership's current financial year and subsequent financial years; or(B) theLimited Liability Partnership's previous financial year and all financial years subsequent to that previous financial yearwhere aLimited 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 theLimited Liability Partnership which 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 al expired.(7) ALimited Liability Partnership's financial 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) TheMembers of everyLimited Liability Partnership shall cause accounts to be prepared in relation to each financial year of theLimited Liability Partnership which shall be in the English language and shall comprise or include:(A) relevant financial statements set out in accordance withIFRS ,UK GAAP ,US GAAP or such other accounting principles and standards as may be prescribed in rules made by theQFC Authority ; and(B) such further information as may be required by theseRegulations , any rules made by theQFC Authority and theLimited Liability Partnership Agreement .(2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by theQFC Authority and comply with any other requirements of theseRegulations or any rules made by theQFC Authority . The accounts shall show a true and fair view of the profit or loss of theLimited Liability Partnership for the financial year in question and of the state of theLimited Liability Partnership's affairs at the end of such financial year.(3) ALimited Liability Partnership's accounts shall be approved by theMembers and signed on their behalf by aDesignated 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 theMembers ; and(B) examined and reported upon by theLimited Liability Partnership's auditors in accordance with theseRegulations and any rules made by theQFC Authority , such auditors' report to be written in the English language.(5) ALimited Liability Partnership shall file with theCRO in thePrescribed Form within 21 days after the accounts have been approved by theMembers , 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) AnyMember of aLimited Liability Partnership is entitled, on demand and without charge, to be furnished with a copy of theLimited Liability Partnership's latest audited accounts and auditor's report.(2) ALimited Liability Partnership shall comply with such a request within seven days.(3) If aLimited Liability Partnership fails to comply with Article 35(2), theLimited Liability Partnership and everyDesignated Member is in contravention of theseRegulations .Article 36 - Publication of accounts
Any accounts published by a
Limited Liability Partnership must be audited and a copy of the auditors' report must accompany the published accounts.Article 37 - Qualification of auditor
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Limited Liability Partnership's auditor shall be an individual auditor or firm of auditors qualified to act as auditors in theQFC and approved by theQFC Authority to act as auditors forLimited Liability Partnerships and otherEntities incorporated or registered in theQFC and entered in the register of auditors maintained by theCRO pursuant to theCompanies Regulations .Article 38 - Appointment and removal of auditor
(1) ALimited Liability Partnership shall appoint one or more auditors or a firm of auditors, who shall examine and report on theLimited Liability Partnership's accounts in accordance with theseRegulations . Except as provided for in Article 38(6) and Article 40(4) theLLP shall give notice in writing to theCRO within 21 days of any change in auditor on thePrescribed Form together with thePrescribed Fee .(2) No person shall be appointed as auditor of aLimited Liability Partnership who is an employee or aMember of thatLimited Liability Partnership or who is a partner, employer or employee of any such employee orMember .(3) TheMembers of aLimited Liability Partnership shall appoint the auditor of thatLimited Liability Partnership from time to time.(4) Where for any reason no auditor is appointed, theCRO may, on the application of anyMember , 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 aLimited Liability Partnership may be removed by theMembers .(6) TheLimited Liability Partnership shall 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 thePrescribed Form with thePrescribed Fee with theCRO and if anAuthorised Firm with theRegulatory Authority .Amended by QFCA RM2012-1 (as from 11th April 2012) Article 39 - Remuneration of auditor
(1) The remuneration of an auditor of aLimited Liability Partnership appointed by theMembers shall be fixed by theMembers .(2) Where one or more auditors are appointed by theCRO under Article 38(4), theCRO shall also fix the remuneration to be paid by theLimited Liability Partnership for his or their services.(3) There shall be stated in a note to aLimited Liability Partnership's audited accounts the amount of the remuneration of theLimited Liability Partnership's auditor in his capacity as such.Article 40 - Resignation of auditor
(1) An auditor of aLimited Liability Partnership may resign from office by depositing a notice in writing to that effect at theLimited Liability Partnership's registered 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 theLimited Liability Partnership's registered office:(A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of theMembers or creditors of theLimited 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), theLimited Liability Partnership shall within 21 days send a copy of the statement to everyMember of theLimited Liability Partnership .(4) TheLimited Liability Partnership shall 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 thePrescribed Form together with thePrescribed Fee with theCRO and if anAuthorised Firm with theRegulatory Authority .Amended by QFCA RM2012-1 (as from 11th April 2012) Article 41 - Auditor's report to the Members
(1) ALimited Liability Partnership's auditor shall make a report to theMembers on 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 theseRegulations ;(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 theseRegulations or rules made by theRegulatory Authority under the Financial ServicesRegulations .Article 42 - Powers and duties of auditor
(1) ALimited Liability Partnership's auditor shall, in preparing a report in relation to the accounts of aLimited Liability Partnership , carry out such investigations as will enable the auditor to form an opinion as to the following matters:(A) whether proper accountingRecords have been kept by theLimited Liability Partnership and proper returns adequate for the audit have been received from offices or branches of theLimited Liability Partnership not visited by the auditor;(B) whether theLimited Liability Partnership's accounts are in agreement with such accountingRecords and returns; and(C) whether theLimited Liability Partnership's accounts have been prepared in compliance with applicable accounting principles and standards.(2) If the auditor is of the opinion that proper accountingRecords have 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 accountingRecords and 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 theLimited Liability Partnership's accounting and other books andRecords , and is entitled to require from theLimited Liability Partnership's Members such 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 theMembers and to be heard on any part of the business of the meeting which concerns the auditor.Article 43 - Auditor's right to information
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Limited Liability Partnership and anyMember , employee or agent of aLimited Liability Partnership , shall not knowingly or recklessly make to theLimited Liability Partnership's auditor 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 theLimited Liability Partnership and is false, misleading or deceptive in a material particular.Article 44 - Obstruction of auditor
(1) ALimited Liability Partnership , or anyMember , or any person acting under the direction or authority of such aLimited Liability Partnership orMember , shall not engage in conduct, including without limitation, the:(A) destruction or concealment ofDocuments ;(B) coercion, manipulation, misleading, or influencing of the auditor;(C) failure to provide access to information orDocuments specified by the auditor; or(D) failure to give any information or explanation which the person is able to givewhere theLimited Liability Partnership ,Member or 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 theLimited Liability Partnership or the auditor's report materially misleading.