• 22. 22. Revision of Defective Accounts

    Sections 428 to 431 apply to LLPs, modified so that they read as follows —

    • 428. Voluntary revision of accounts etc.

      (1) If it appears to the members of an LLP that the LLP's annual accounts did not comply with the requirements of the Companies Regulations, they may prepare revised accounts.
      (2) Where copies of the previous accounts have been sent out to members or delivered to the Registrar, the revisions must be confined to —
      (a) the correction of those respects in which the previous accounts or report did not comply with the requirements of the Companies Regulations, and
      (b) the making of any necessary consequential alterations.
      (3) The Board may make rules as to the application of the provisions of the Companies Regulations in relation to revised annual accounts.
      (4) The rules may, in particular —
      (a) make different provision according to whether the previous accounts are replaced or are supplemented by a document indicating the corrections to be made,
      (b) make provision with respect to the functions of the LLP's auditor in relation to the revised accounts,
      (c) require the members to take such steps as may be specified in the rules where the previous accounts have been —
      (i) sent out to members and others under section 405 (duty to circulate copies of annual accounts and auditor's report), or
      (ii) delivered to the Registrar,
      (d) apply the provisions of the Companies Regulations (including those imposing fines for contraventions of the Companies Regulations) subject to such additions, exceptions and modifications as are specified in the rules.

    • 429. Registrar's notice in respect of accounts

      (1) This section applies where —
      (a) copies of an LLP's annual accounts have been sent out under section 405 (duty to circulate copies of annual accounts and auditor's report), or
      (b) a copy of an LLP's annual accounts report has been delivered to the Registrar,
      and it appears to the Registrar that there is, or may be, a question whether the accounts comply with the requirements of the Companies Regulations.
      (2) The Registrar may give notice to the members of the LLP indicating the respects in which it appears that such a question arises or may arise.
      (3) The notice must specify a period of not less than one month for the members to give an explanation of the accounts or prepare revised accounts.
      (4) If at the end of the specified period, or such longer period as the Registrar may allow, it appears to the Registrar that the members have not —
      (a) given a satisfactory explanation of the accounts, or
      (b) revised the accounts so as to comply with the requirements of the Companies Regulations,
      the Registrar may apply to the Court.
      (5) The provisions of this section apply to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

    • 430. Application to Court in respect of defective accounts

      (1) An application may be made to the Court —
      (a) by the Registrar, after having complied with section 429 (Registrar's notice in respect of accounts), or
      (b) by a person authorised by the Registrar for the purposes of this section, for a declaration that the annual accounts of an LLP do not comply with the requirements of the Companies Regulations and for an order requiring the members of the LLP to prepare revised accounts.
      (2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the Registrar for registration.
      (3) If the Court orders the preparation of revised accounts, it may give directions as to —
      (a) the auditing of the accounts, and
      (b) the taking of steps by the members to bring the making of the order to the notice of persons likely to rely on the previous accounts,
      and such other matters as the Court thinks fit.
      (4) If the Court finds that the accounts did not comply with the requirements of the Companies Regulations it may order that all or part of —
      (a) the costs of and incidental to the application, and
      (b) any reasonable expenses incurred by the LLP in connection with or in consequence of the preparation of revised accounts,
      (c) are to be borne by such of the members as were party to the approval of the defective accounts.
      For this purpose every member of the LLP at the time of the approval of the accounts shall be taken to have been a party to the approval unless he shows that he took all reasonable steps to prevent that approval.
      (5) Where the Court makes an order under subsection (5) it shall have regard to whether the members party to the approval of the defective accounts knew or ought to have known that the accounts did not comply with the requirements of the Companies Regulations, and it may exclude one or more members from the order or order the payment of different amounts by different members.
      (6) On the conclusion of proceedings on an application under this section, the applicant must send to the Registrar for registration a copy of the Court order or, as the case may be, give notice to the Registrar that the application has failed or been withdrawn.
      (7) The provisions of this section apply to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

    • 431. Other persons authorised to apply to the Court

      (1) The Registrar may authorise for the purposes of section 430 (application to Court in respect of defective accounts) (a "section 430 authorisation") any person appearing to it —
      (a) to have an interest in, and to have satisfactory procedures directed to securing, compliance by LLPs with the requirements of the Companies Regulations relating to accounts,
      (b) to have satisfactory procedures for receiving and investigating complaints about LLPs' annual accounts, and
      (c) otherwise to be a fit and proper person to be authorised.
      (2) A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.
      (3) The Registrar may refuse to authorise a person if it considers that his authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.
      (4) If the authorised person is an unincorporated association, proceedings brought in, or in connection with, the exercise of any function by the association as an authorised person may be brought by or against the association in the name of a body corporate whose constitution provides for the establishment of the association.
      (5) A section 430 authorisation may contain such requirements or other provisions relating to the exercise of functions by the authorised person as appear to the Registrar to be appropriate.

      No such authorisation is to be made unless it appears to the Registrar that the person would, if authorised, exercise his functions as an authorised person in accordance with the provisions proposed.
      (6) Where authorisation is revoked, the Registrar may make such provision as it thinks fit with respect to pending proceedings."