• 21. 21. Filing of Accounts and Auditor's Report

    Sections 415 to 421 and 423 to 427 apply to LLPs, modified so that they read as follows —

    • 415. Duty to file accounts and reports with the Registrar

      (1) The members of an LLP must deliver to the Registrar for each financial year the accounts and reports required by —

      section 418 (filing obligations of LLPs subject to small LLPs regime),

      section 419 (filing obligations of LLPs entitled to small LLPs exemption: additional requirements),

      section 420 (filing obligations of medium-sized LLPs), and

      section 421 (filing obligations of LLPs generally).
      (2) This is subject to section 423 (dormant subsidiaries exempt from filing obligations).

    • 416. Period allowed for filing accounts

      (1) This section specifies the period allowed for the members of an LLP to comply with their obligation under section 415 (duty to file accounts and reports with the Registrar) to deliver accounts and reports for a financial year to the Registrar. This is referred to in the Companies Regulations as the "period for filing" those accounts and reports.
      (2) The period is for an LLP, nine months after the end of the relevant accounting reference period.

      This is subject to the following provisions of this section.
      (3) If the relevant accounting reference period is the LLP's first and is a period of more than twelve months, the period is —
      (a) nine months or six months, as the case may be, from the first anniversary of the incorporation of the LLP, or
      (b) three months after the end of the accounting reference period, whichever last expires.
      (4) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the LLP under section 381 (alteration of accounting reference date), the period is —
      (a) that applicable in accordance with the above provisions, or
      (b) three months from the date of the notice under that section,
      whichever last expires.
      (5) If for any special reason the Board thinks fit it may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an LLP extend that period by such further period as may be specified in the notice.
      (6) In this section "the relevant accounting reference period" means the accounting reference period by reference to which the financial year for the accounts in question was determined.

    • 417. Calculation of period allowed

      (1) This section applies for the purposes of calculating the period for filing an LLP's accounts and reports which is expressed as a specified number of months from a specified date or after the end of a specified previous period.
      (2) Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period.
      (3) If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date).
      (4) If —
      (a) the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and
      (b) the appropriate month is February,
      the period ends with the last day of February.
      (5) "The appropriate month" means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls.

    • 418. Filing obligations of LLPs subject to small LLPs regime

      (1) The members of an LLP subject to the small LLPs regime —
      (a) must deliver to the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and
      (b) may also deliver to the Registrar a copy of the LLP's profit and loss account for that year.
      (2) The members must also deliver to the Registrar a copy of the auditor's report on the accounts that it delivers.

      This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
      (3) Subject to section 419 the copies of accounts and reports delivered to the Registrar must be copies of the LLP's annual accounts and reports.
      (4) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
      (5) The copy of the auditor's report delivered to the Registrar under this section must —
      (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
      (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.

    • 419. Filing obligations of LLPs entitled to small LLPs exemption: additional requirements

      (1) Where an LLP prepares accounts which are deliverable to the Registrar under section 418
      (a) the members may deliver to the Registrar a copy of a balance sheet drawn up as prescribed in rules made by the Board, and
      (b) there may be omitted from the copy of the profit and loss account delivered to the Registrar such items as may be specified by the rules made under subsection (1)(a).
      (2) Where the members of an LLP subject to the small LLPs regime deliver to the Registrar accounts, and in accordance with section 418 do not deliver to the Registrar a copy of the LLP's profit and loss account, the copy of the balance sheet delivered to the Registrar must contain in a prominent position a statement that the LLP's annual accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

    • 420. Filing obligations of medium-sized LLPs

      (1) The members of an LLP that qualifies as a medium-sized LLP in relation to a financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded as being treated as medium-sized)) must deliver to the Registrar a copy of the LLP's annual accounts.
      (2) They must also deliver to the Registrar a copy of the auditor's report on those accounts.

      This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
      (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
      (4) The copy of the auditor's report delivered to the Registrar under this section must —
      (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
      (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.
      (5) This section does not apply to LLPs within section 418 (filing obligations of LLPs subject to the small LLPs regime).

    • 421. Filing obligations of LLPs generally

      (1) The members of an LLP must deliver to the Registrar for each financial year of the LLP a copy of the LLP's annual accounts.
      (2) The members to whom subsection (1) applies must also deliver to the Registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
      (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
      (4) The copy of the auditor's report delivered to the Registrar under this section must —
      (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
      (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.
      (5) This section does not apply to LLPs within —
      (a) section 418 (filing obligations of LLPs subject to the small LLPs regime), or
      (b) section 420 (filing obligations of medium-sized LLPs)."

    • 423. Dormant subsidiaries exempt from obligation to file accounts

      (1) The members of an LLP are not required to deliver a copy of the LLP's individual accounts to the Registrar in respect of a financial year if —
      (a) the LLP is a subsidiary undertaking,
      (b) it has been dormant throughout the whole of that year, and
      (c) its parent undertaking is established under the law of the Abu Dhabi Global Market.
      (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 425 (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 in accordance with international accounting standards,
      (d) the parent undertaking must disclose in the notes to the consolidated accounts that the members of the LLP are exempt from the requirement to deliver a copy of the LLP's individual accounts to the Registrar 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 425(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.

    • 424. LLPs excluded from the dormant subsidiaries exemption

      The members of an LLP are not entitled to the exemption conferred by section 423 (dormant subsidiaries) if the LLP was at any time within the financial year in question —

      (a) a public interest entity, or
      (b) a financial institution.

    • 425. Dormant subsidiaries filing 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 and its registered number,
      (b) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
      (c) the date of the statement, and
      (d) 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.

    • 426. Default in filing accounts and reports: contraventions

      (1) If the requirements of section 415 (duty to file accounts and reports with the Registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, the LLP and every person who immediately before the end of that period was a member of the LLP, commits a contravention of the Companies Regulations.
      (2) A person does not commit the contravention referred to in subsection (1) if he proves that he took all reasonable steps for securing that those requirements would be complied with before the end of that period, and for this purpose, it is not enough to prove that the documents in question were not in fact prepared as required by this Part.
      (3) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.

    • 427. Default in filing accounts and reports: Court order

      (1) If —
      (a) the requirements of section 415 (duty to file accounts and reports with the Registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, and
      (b) the members of the LLP fail to make good the default within 14 days after the service of a notice on them requiring compliance, the Court may, on the application of any member or creditor of the LLP or of the Registrar, make an order directing the members (or any of them) to make good the default within such time as may be specified in the order.
      (2) The Court's order may provide that all costs of and incidental to the application are to be borne by the members."