• Part 7: Part 7: Limited Partnerships: Accounting and Audit Requirements

    • Article 62 - Maintenance of accounting Records

      (1) Every Limited Partnership shall keep proper accounting Records with respect to all sums of money received and expended by the Limited Partnership and all sales and purchase of goods and services and other transactions of the Limited Partnership and the assets and Liabilities of the Limited Partnership. Such accounting Records shall be sufficient to show and explain all transactions by the Limited Partnership and must be such as to:
      (A) disclose with reasonable accuracy the financial position of the Limited Partnership at any time; and
      (B) enable the Partners to ensure that any accounts prepared by the Limited Partnership comply with the requirements of these Regulations.
      (2) A Limited Partnership's accounting Records shall be:
      (A) kept at the Limited Partnership's registered office;
      (B) maintained by the Limited Partnership for at least six years from the date to which they relate; and
      (C) at all reasonable times open to inspection by the Partners and auditor of the Limited Partnership.
      (3) if a Limited Partnership fails to comply with Article 62(1) or Article 62(2), the Limited Partnership and every Partner is in contravention of these Regulations.

    • Article 63 - Financial year of a Limited Partnership

      (1) The first financial year of a Limited Partnership starts from the day on which it is incorporated and lasts for period ending on the financial year end date specified in the Incorporation Document falling 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's previous financial year and shall end on the financial year end date in the next calendar year.
      (3) A Limited Partnership may by notice in the Prescribed Form given to the CRO specify a new financial year end date having effect in relation to:
      (A) the Limited Partnership's current financial year and subsequent financial years; or
      (B) the Limited Partnership's previous financial year and all financial years subsequent to that previous financial year
      where 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 Partnership which 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's financial 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 Partners of every Limited Partnership shall cause accounts to be prepared in relation to each financial year of the Limited Partnership which shall be in the English language and shall comprise or include:
      (A) relevant financial Statements set out in accordance with IFRS, UK GAAP, US GAAP or 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 Authority and the Partnership Agreement.
      (2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by the QFC Authority and comply with any other requirements of these Regulations or any rules made by the QFC Authority The accounts shall show a true and fair view of the profit or loss of the Limited Partnership for the financial year in question and of the state of the Limited Partnership's affairs at the end of such financial year.
      (3) A Limited Partnership's accounts shall be approved by the Partners and 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's auditors in accordance with these Regulations and any rules made by the QFC Authority, such auditors' report to be written in the English language.
      (5) A Limited Partnership shall file with the CRO within 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 Partnership that is a Collective Investment Fund registered by the Regulatory Authority.

    • Article 65 - Provision of copy of accounts to Partners

      (1) Any Partner of a Limited Partnership is entitled, on demand and without charge, to be furnished with a copy of the Limited Partnership's latest audited accounts and auditor's reports.
      (2) A Limited Partnership shall comply with such a request within seven days.
      (3) If a Limited Partnership fails to comply with Article 65(2), the Limited Partnership and every Partner is in contravention of these Regulations.

    • Article 66 - Publication of accounts

      (1) Any accounts published by a Limited Partnership must be audited and a copy of the auditors' report must accompany the published accounts.

    • Article 67 - Qualification of auditor

      (1) A Limited Partnership's auditor shall be an individual auditor or firm of auditors qualified to act as auditors in the QFC and approved by the QFC Authority to act as auditors for Limited Partnerships and other Entities incorporated or registered in the QFC and entered in the register of auditors maintained by the CRO pursuant to the Companies Regulations.

    • Article 68 - Appointment and removal of auditor

      (1) A Limited Partnership shall appoint one or more auditors or a firm of auditors, who shall examine and report on the Limited Partnership's accounts in accordance with these Regulations.
      (2) No person shall be appointed as auditor of a Limited Partnership who is an employee or a Partner of that Limited Partnership or who is a Partner, employer or employee of any such employee or Partner.
      (3) The Partners of a Limited Partnership shall appoint the auditor of that Limited Partnership from time to time.
      (4) Where for any reason no auditor is appointed, the CRO may, 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 Partnership may be removed by the Partners.
      (6) The Limited 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 68(5), file a notice of removal with the CRO and if an Authorised Firm with the Regulatory Authority.

    • Article 69 - Remuneration of auditor

      (1) The remuneration of an auditor of a Limited Partnership appointed by the Partners shall be fixed by the Partners.
      (2) Where one or more auditors are appointed by the CRO under Article 68(4), the CRO shall also fix the remuneration to be paid by the Limited Partnership for his or their services.
      (3) There shall be stated in a note to a Limited Partnership's audited accounts the amount of the remuneration of the Limited Partnership's auditor in his capacity as such.

    • Article 70 - Resignation of auditor

      (1) An auditor of a Limited Partnership may resign from office by depositing a notice in writing to that effect at the Limited 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 the Limited 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 the Partners or 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 Partnership shall within 21 days send a copy of the statement to every Partner of the Limited Partnership.
      (4) The Limited 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 with the CRO and if an Authorised Firm with the Regulatory Authority.

    • Article 71 - Auditor's report to the members

      (1) A Limited Partnership's auditor shall make a report to the Partners 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 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 Regulations or rules made by the Regulatory Authority under the Financial Services Regulations.

    • Article 72 - Powers and duties of auditor

      (1) A Limited Partnership's auditor 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 Records have been kept by the Limited Partnership and proper returns adequate for the audit have been received from offices or branches of the Limited Partnership not visited by the auditor;
      (B) whether the Limited Partnership's accounts are in agreement with such accounting Records and returns; and
      (C) whether the Limited Partnership's accounts have been prepared in compliance with applicable accounting principles and standards.
      (2) If the auditor is of the opinion that proper accounting Records 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 accounting Records 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 71.
      (3) The auditor shall have a right of access at all reasonable times to the Limited Partnership's accounting and other books and Records, and is entitled to require from the Limited Partnership's Partners 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 71.
      (5) Every auditor is entitled to receive notice of, and attend, any meeting of the Partners and to be heard on any part of the Business of the meeting which concerns the auditor.

    • Article 73 - Auditor's right to information

      (1) A Limited Partnership and any Partners, employee or agent of a Limited Partnership, shall not knowingly or recklessly make to the Limited 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 the Limited Partnership and 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 Partnership or 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 Documents specified by the auditor; or
      (D) failure to give any information or explanation which the person is able to give
      where the Limited Partnership, Partner or 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 Partnership or the auditor's report materially misleading.