• 18. 18. Annual Accounts

    Sections 382 to 396 apply to LLPs, modified so that they read as follows —

    • 382. Accounts to give a fair representation

      (1) The members of an LLP must not approve accounts for the purposes of this Chapter unless they are satisfied that they give a fair representation of the assets, liabilities, financial position and profit or loss —
      (a) in the case of the LLP's individual accounts, of the LLP,
      (b) in the case of the LLP's group accounts, of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP.
      (2) The following provisions apply to the members of an LLP which qualifies as a micro-entity in relation to a financial year (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)) in their consideration of whether the individual accounts of the LLP for that year give a fair representation as required by subsection (1)(a) —
      (a) where the accounts comprise only micro-entity minimum accounting items, the members must disregard any provision of an accounting standard which would require the accounts to contain information additional to those items,
      (b) in relation to a micro-entity minimum accounting item contained in the accounts, the members must disregard any provision of an accounting standard which would require the accounts to contain further information in relation to that item, and
      (c) where the accounts contain an item of information additional to the micro-entity minimum accounting items, the members must have regard to any provision of an accounting standard which relates to that item.
      (3) The auditor of an LLP in carrying out his functions under the Companies Regulations in relation to the LLP's annual accounts must have regard to the members' duty under subsection (1).

    • 383. Duty to prepare individual accounts

      (1) The members of every LLP must prepare accounts for the LLP for each of its financial years unless the LLP is exempt from that requirement under section 384 (individual accounts: exemption for dormant subsidiaries).
      (2) Accounts prepared pursuant to this section are referred to as the LLP's "individual accounts".

    • 384. Individual accounts: exemption for dormant subsidiaries

      (1) An LLP that is otherwise required to prepare individual accounts is exempt from this requirement for a financial year if —
      (a) it is itself a subsidiary undertaking, and
      (b) it has been dormant throughout the whole of that year,
      (2) Exemption is conditional upon compliance with all of the following conditions —
      (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
      (b) the parent undertaking must give a guarantee under section 386 (parent undertaking declaration of guarantee) in respect of that year,
      (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking,
      (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirement to prepare individual accounts by virtue of this section, and
      (e) the members of the LLP must deliver to the Registrar within the period for filing the LLP's accounts and reports for that year —
      (i) a written notice of the agreement referred to in subsection (2)(a),
      (ii) the statement referred to in section 386(1) (parent undertaking declaration of guarantee),
      (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
      (iv) a copy of the auditor's report on those accounts, and
      (v) a copy of the consolidated annual report drawn up by the parent undertaking.

    • 385. LLPs excluded from the dormant subsidiaries exemption

      An LLP is not entitled to the exemption conferred by section 384 (individual accounts: exemption for dormant subsidiaries) if it was at any time within the financial year in question —

      (a) a public interest entity, or
      (b) a financial institution, or
      (c) a member of an ineligible group (as defined in section 371(2) (LLPs excluded from the small LLPs regime))

    • 386. Dormant subsidiaries exemption: parent undertaking declaration of guarantee

      (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
      (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
      (a) the name of the parent undertaking,
      (b) if the parent undertaking is incorporated in the Abu Dhabi Global Market, its registered number (if any),
      (c) if the parent undertaking is incorporated outside the Abu Dhabi Global Market and registered in the country in which it is incorporated, the identity of the register on which it is registered and the number with which it is so registered,
      (d) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
      (e) the date of the statement, and
      (f) the financial year to which the guarantee relates.
      (3) A guarantee given under this section has the effect that —
      (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
      (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

    • 387. Individual accounts: applicable accounting framework

      (1) An LLP's individual accounts shall be prepared in accordance with international accounting standards ("IAS individual accounts").
      (2) The Board may make rules prescribing (i) the circumstances in which other accounting standards may be adopted for the purpose of preparing an LLP's individual accounts and (ii) the other accounting standards which may be so adopted.

    • 388. Option to prepare group accounts

      If at the end of a financial year an LLP subject to the small LLPs regime is a parent LLP the members, as well as preparing individual accounts for the year, may prepare group accounts for the year.

    • 389. Duty to prepare group accounts

      (1) This section applies to LLPs that are not subject to the small LLPs regime.
      (2) If at the end of a financial year the LLP is a parent LLP the members, as well as preparing individual accounts for the year, must prepare group accounts for the year unless the LLP is exempt from that requirement.
      (3) Group accounts prepared in accordance with this section shall be prepared in accordance with international accounting standards ("IAS group accounts").
      (4) The Board may make rules prescribing other accounting standards which may be adopted for the purpose of preparing group accounts.
      (5) There are exemptions to the requirements of this section under section 390 (exemption for LLP included in group accounts of larger group).
      (6) An LLP to which this section applies but which is exempt from the requirement to prepare group accounts, may do so.

    • 390. Exemption for LLP included in group accounts of larger group

      (1) An LLP is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking, in the following cases —
      (a) where the LLP is a wholly-owned subsidiary,
      (b) where its parent undertaking holds more than 50% of the interests in the LLP and notice requesting the preparation of group accounts has not been served on the LLP by members holding in aggregate —
      (i) more than half of the remaining interests in the LLP, or
      (ii) 5% of the total interests in the LLP.
      Such notice must be served not later than six months after the end of the financial year before that to which it relates.
      (2) Exemption is conditional upon compliance with all of the following conditions —
      (a) the LLP and all of its subsidiary undertakings must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking,
      (b) those accounts and, where appropriate, the group's annual report, must be drawn up in accordance with the requirements of the Companies Regulations with respect to such accounts and reports or otherwise in a manner equivalent to consolidated accounts and consolidated annual reports so drawn up,
      (c) the group accounts must be audited by one or more persons authorised to audit accounts under the law under which the parent undertaking which draws them up is established,
      (d) the LLP must disclose in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts,
      (e) the LLP must state in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and —
      (i) if it is incorporated outside the Abu Dhabi Global Market, the country in which it is incorporated, or
      (ii) if it is unincorporated, the address of its principal place of business,
      (f) the LLP must deliver to the Registrar, within the period for filing its accounts and reports for the financial year in question, copies of —
      (i) the group accounts, and
      (ii) where appropriate, the consolidated annual report,
      (iii) together with the auditor's report on them,
      (g) any requirement of Part 31 of the Companies Regulations as to the delivery to the Registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with subsection (2)(f).
      (3) For the purposes of subsection (1)(b), interests held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, are attributed to the parent undertaking.

    • 391. Consistency of financial reporting within group

      (1) The members of a parent LLP must secure that the individual accounts of —
      (a) the parent LLP, and
      (b) each of its subsidiary undertakings,
      are all prepared using the same financial reporting framework, except to the extent that in their opinion there are good reasons for not doing so.
      (2) Subsection (1) does not apply if the members do not prepare group accounts for the parent LLP.
      (3) Subsection (1) only applies to accounts of subsidiary undertakings that are required to be prepared under this Part.
      (4) Subsection (1)(a) does not apply where the members of a parent LLP prepare IAS group accounts and IAS individual accounts.

    • 392. Individual profit and loss account where group accounts prepared

      (1) This section applies where —
      (a) an LLP prepares group accounts in accordance with the Companies Regulations, and
      (b) the notes to the LLP's individual balance sheet show the LLP's profit or loss for the financial year determined in accordance with the Companies Regulations.
      (2) The LLP's individual profit and loss account need not contain the information specified in section 396 (information about employee numbers and costs).
      (3) The LLP's individual profit and loss account must be approved in accordance with section 399(1) (approval by members) but may be omitted from the LLP's annual accounts for the purposes of the other provisions of the Companies Regulations.

    • 393. Information about related undertakings

      (1) The Board may make rules requiring information about related undertakings to be given in notes to an LLP's annual accounts.
      (2) The rules —
      (a) may make different provision according to whether or not the LLP prepares group accounts, and
      (b) may specify the descriptions of undertaking in relation to which it applies, and make different provision in relation to different descriptions of related undertaking.
      (3) The rules may provide that information need not be disclosed with respect to an undertaking that —
      (a) is established under the law of a jurisdiction outside the Abu Dhabi Global Market, or
      (b) carries on business outside the Abu Dhabi Global Market,
      if the following conditions are met.
      (4) The conditions are —
      (a) that in the opinion of the members of the LLP the disclosure would be seriously prejudicial to the business of —
      (i) that undertaking,
      (ii) the LLP,
      (iii) any of the LLP's subsidiary undertakings, or
      (iv) any other undertaking which is included in the consolidation, and
      (b) that the Registrar agrees that the information need not be disclosed.
      Where advantage is taken of any such exemption, that fact must be stated in a note to the LLP's annual accounts.

    • 394. Information about related undertakings: alternative compliance

      (1) This section applies where the members of an LLP are of the opinion that the number of undertakings in respect of which the LLP is required to disclose information under any provision of a rule made under section 393 (information about related undertakings) is such that compliance with that provision would result in information of excessive length being given in notes to the LLP's annual accounts.
      (2) The information need only be given in respect of the undertakings whose results or financial position, in the opinion of the members, principally affected the figures shown in the LLP's annual accounts.
      (3) If advantage is taken of subsection (2) —
      (a) there must be included in the notes to the LLP's annual accounts a statement that the information is given only with respect to such undertakings as are mentioned in that subsection, and
      (b) the full information (both that which is disclosed in the notes to the accounts and that which is not) must be annexed to the LLP's next annual return.
      For this purpose the "next annual return" means that next delivered to the Registrar after the accounts in question have been approved under section 399 (approval and signing of accounts).
      (4) If an LLP fails to comply with subsection (3)(b), a contravention of the Companies Regulations is committed by —
      (a) the LLP, and
      (b) every member of the LLP who is in default.
      (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.

    • 395. Information about off-balance sheet arrangements

      (1) In the case of an LLP that is not subject to the small LLPs regime, if in any financial year —
      (a) the LLP is or has been party to arrangements that are not reflected in its balance sheet, and
      (b) at the balance sheet date the risks or benefits arising from those arrangements are material,
      (c) the information required by this section must be given in notes to the LLP's annual accounts.
      (2) The information required is —
      (a) the nature and business purpose of the arrangements, and
      (b) the financial impact of the arrangements on the LLP.
      (3) The information need only be given to the extent necessary for enabling the financial position of the LLP to be assessed.
      (4) If the LLP qualifies as medium-sized in relation to the financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded from being treated as medium-sized)) it need not comply with subsection (2)(b).
      (5) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP.

    • 396. Information about employee numbers and costs

      (1) In the case of an LLP not subject to the small LLPs regime, the following information with respect to the employees of the LLP must be given in notes to the LLP's annual accounts —
      (a) the average number of persons employed by the LLP in the financial year, and
      (b) the average number of persons so employed within each category of persons employed by the LLP.
      (2) The categories by reference to which the number required to be disclosed by subsection (1)(b) is to be determined must be such as the members may select having regard to the manner in which the LLP's activities are organised.
      (3) The average number required by subsection (1)(a) or (b) is determined by dividing the relevant annual number by the number of months in the financial year.
      (4) The relevant annual number is determined by ascertaining for each month in the financial year —
      (a) for the purposes of subsection (1)(a), the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
      (b) for the purposes of subsection (1)(b), the number of persons in the category in question of persons so employed,
      (c) and adding together all the monthly numbers.
      (5) In respect of all persons employed by the LLP during the financial year who are taken into account in determining the relevant annual number for the purposes of subsection (1)(a) there must also be stated the aggregate amounts respectively of —
      (a) wages and salaries paid or payable in respect of that year to those persons,
      (b) social security costs incurred by the LLP on their behalf, and
      (c) other pension costs so incurred.
      This does not apply in so far as those amounts, or any of them, are stated elsewhere in the LLP's accounts.
      (6) In subsection (5) —

      "pension costs" includes any costs incurred by the LLP in respect of —
      (a) any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the LLP,
      (b) any sums set aside for the future payment of pensions or sums due in respect of employees' end-of service gratuity entitlements directly by the LLP to current or former employees, and
      (c) any pensions or end-of service gratuity payments paid directly to such persons without having first been set aside,
      "social security costs" means any contributions by the LLP to any state social security or pension scheme, fund or arrangement.
      (7) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP."