Part 7: Part 7: Limited Partnerships: Accounting and Audit Requirements
Article 62 - Maintenance of accounting Records(1) Every
Limited Partnershipshall keep proper accounting Recordswith respect to all sums of money received and expended by the Limited Partnershipand all sales and purchase of goods and services and other transactions of the Limited Partnershipand the assets and Liabilitiesof the Limited Partnership. Such accounting Recordsshall be sufficient to show and explain all transactions by the Limited Partnershipand must be such as to:(A) disclose with reasonable accuracy the financial position of the Limited Partnershipat any time; and(B) enable the Partnersto ensure that any accounts prepared by the Limited Partnershipcomply with the requirements of these Regulations.(2) A Limited Partnership'saccounting Recordsshall be:(A) kept at the Limited Partnership'sregistered office;(B) maintained by the Limited Partnershipfor at least six years from the date to which they relate; and(C) at all reasonable times open to inspection by the Partnersand auditor of the Limited Partnership.(3) if a Limited Partnershipfails to comply with Article 62(1) or Article 62(2), the Limited Partnershipand every Partneris in contravention of these Regulations.
Article 63 - Financial year of a Limited Partnership(1) The first financial year of a
Limited Partnershipstarts from the day on which it is incorporated and lasts for 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 Partnership.(2) The second and any subsequent financial year shall start with the day immediately following the end of the Limited Partnership'sprevious financial year and shall end on the financial year end date in the next calendar year.(3) A Limited Partnershipmay by notice in the Prescribed Formgiven to the CROspecify a new financial year end date having effect in relation to:(A) the Limited Partnership'scurrent financial year and subsequent financial years; or(B) the Limited Partnership'sprevious financial year and all financial years subsequent to that previous financial yearwhere a Limited 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 of 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 63(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 Partnershipwhich was extended by virtue of this Article.(6) A notice under Article 63(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) A Limited Partnership'sfinancial year shall not, in any case, be extended so as to exceed eighteen months and a notice under Article 63 is ineffective if the current or previous financial year as extended in accordance with the notice would exceed that limit.
Article 64 - Limited Partnership accounts(1) The
Partnersof every Limited Partnershipshall cause accounts to be prepared in relation to each financial year of the Limited 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 PartnershipAgreement.(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 AuthorityThe accounts shall show a true and fair view of the profit or loss of the Limited Partnershipfor the financial year in question and of the state of the Limited Partnership'saffairs at the end of such financial year.(3) A Limited Partnership'saccounts shall be approved by the Partnersand signed on their behalf by a General Partner.(4) Within four months after the end of the financial year, the accounts for that year shall be:(A) prepared and approved by all Partners; and(B) examined and reported upon by the Limited 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 Partnershipshall file with the CROwithin 21 days after the accounts have been approved by the Partners, a copy of the accounts and auditors' report.(6) In this Part 7, references to "accounts" are to those accounts prepared in accordance with this Article.(7) This Article does not apply in relation to a Limited Partnershipthat is a Collective Investment Fundregistered by the Regulatory Authority.
Article 65 - Provision of copy of accounts to Partners(1) Any
Partnerof a Limited Partnershipis entitled, on demand and without charge, to be furnished with a copy of the Limited Partnership'slatest audited accounts and auditor's reports.(2) A Limited Partnershipshall comply with such a request within seven days.(3) If a Limited Partnershipfails to comply with Article 65(2), the Limited Partnershipand every Partneris in contravention of these Regulations.
Article 66 - Publication of accounts(1) Any accounts published by a
Limited Partnershipmust be audited and a copy of the auditors' report must accompany the published accounts.
Article 67 - Qualification of auditor(1) A
Limited 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 Partnershipsand other Entitiesincorporated or registered in the QFCand entered in the register of auditors maintained by the CROpursuant to the Companies Regulations.
Article 68 - Appointment and removal of auditor(1) A
Limited Partnershipshall appoint one or more auditors or a firm of auditors, who shall examine and report on the Limited Partnership'saccounts in accordance with these Regulations.(2) No person shall be appointed as auditor of a Limited Partnershipwho is an employee or a Partnerof that Limited Partnershipor who is a Partner, employer or employee of any such employee or Partner.(3) The Partnersof a Limited Partnershipshall appoint the auditor of that Limited Partnershipfrom time to time.(4) Where for any reason no auditor is appointed, the CROmay, on the application of any Partner, 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 Partnershipmay be removed by the Partners.(6) The Limited 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 68(5), file a notice of removal with the CROand if an Authorised Firmwith the Regulatory Authority.
Article 69 - Remuneration of auditor(1) The remuneration of an auditor of a
Limited Partnershipappointed by the Partnersshall be fixed by the Partners.(2) Where one or more auditors are appointed by the CROunder Article 68(4), the CROshall also fix the remuneration to be paid by the Limited Partnershipfor his or their services.(3) There shall be stated in a note to a Limited Partnership'saudited accounts the amount of the remuneration of the Limited Partnership'sauditor in his capacity as such.
Article 70 - Resignation of auditor(1) An auditor of a
Limited Partnershipmay resign from office by depositing a notice in writing to that effect at the Limited 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 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 Partnersor creditors of the Limited 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 70 falls within Article 70(2)(A), the Limited Partnershipshall within 21 days send a copy of the statement to every Partnerof the Limited Partnership.(4) The Limited 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 with the CROand if an Authorised Firm with the Regulatory Authority.
Article 71 - Auditor's report to the members(1) A
Limited Partnership'sauditor shall make a report to the Partnerson 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 64(1)(A); and(C) any other matter or opinion required under these Regulationsor rules made by the Regulatory Authority under the Financial Services Regulations.
Article 72 - Powers and duties of auditor(1) A
Limited Partnership'sauditor shall, in preparing a report in relation to the accounts of a Limited 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 Partnershipand proper returns adequate for the audit have been received from offices or branches of the Limited Partnershipnot visited by the auditor;(B) whether the Limited Partnership'saccounts are in agreement with such accounting Recordsand returns; and(C) whether the Limited 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 71.(3) The auditor shall have a right of access at all reasonable times to the Limited Partnership'saccounting and other books and Records, and is entitled to require from the Limited Partnership's Partnerssuch 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 71.(5) Every auditor is entitled to receive notice of, and attend, any meeting of the Partnersand to be heard on any part of the Businessof the meeting which concerns the auditor.
Article 73 - Auditor's right to information(1) A
Limited Partnershipand any Partners, employee or agent of a Limited Partnership, shall not knowingly or recklessly make to the Limited 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 Partnershipand is false, misleading or deceptive in a material particular.
Article 74 - Obstruction of auditor(1) A
Limited Partnership, or any Partner, or any person acting under the direction or authority of such a Limited Partnershipor Partner, 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 Partnership, Partneror other person knows or ought to know that such conduct could, if successful, have the effect referred to in Article 74(2).(2) For the purposes of Article 74(1), the effect referred to in this paragraph is:(A) to obstruct the auditor in the exercise of any powers under this Part 7; or(B) to result in the rendering of the accounts of the Limited Partnershipor the auditor's report materially misleading.