• 23. 23. Power of authorised person to require documents etc.

    Sections 432 to 435 and 437 to 441 apply to LLPs, modified so that they read as follows —

    • 432. Power of authorised person to require documents, information and explanations

      (1) This section applies where it appears to a person who is authorised under section 431 (other persons authorised to apply to the Court) that there is, or may be, a question whether an LLP's annual accounts complies with the requirements of the Companies Regulations.
      (2) The authorised person may require any of the persons mentioned in subsection (3) to produce any document, or to provide him with any information or explanations, that he may reasonably require for the purpose of —
      (a) discovering whether there are grounds for an application to the Court under section 430 (application to Court in respect of defective accounts), or
      (b) deciding whether to make such an application.
      (3) Those persons are —
      (a) the LLP,
      (b) any member, employee, or auditor of the LLP,
      (c) any persons who fell within subsection (3)(b) at a time to which the document or information required by the authorised person relates.
      (4) If a person fails to comply with such a requirement, the authorised person may apply to the Court.
      (5) If it appears to the Court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.
      (6) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.
      (7) In this section "document" includes information recorded in any form.

    • 433. Restrictions on disclosure of information obtained under compulsory powers

      (1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business.
      (2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.
      (3) This does not apply —
      (a) to disclosure permitted by section 434 (permitted disclosure of information obtained under compulsory powers), or
      (b) to the disclosure of information that is or has been available to the public from another source.
      (4) A person who discloses information in contravention of this section commits a contravention of the Companies Regulations, unless —
      (a) he did not know, and had no reason to suspect, that the information had been disclosed under section 432 (power of authorised person to require documents, information and explanations), or
      (b) he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
      (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
      (6) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention. For this purpose —
      (a) any person who purports to act as director, member (but only where the body is an LLP), manager or secretary of the body is treated as an officer of the body, and
      (b) if the body is a company, any shadow director is treated as an officer of the company.

    • 434. Permitted disclosure of information obtained under compulsory powers

      (1) The prohibition in section 433 (restrictions on disclosure of information obtained under compulsory powers) of the disclosure of information obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.
      (2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the authorised person of his functions under section 430 (application to Court in respect of defective accounts).
      (3) It does not apply to disclosure to —
      (a) the Board,
      (b) the Registrar, or
      (c) the Financial Services Regulator.
      (4) It does not apply to disclosure —
      (a) for the purpose of assisting a body designated by rules to monitor auditors,
      (b) with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties,
      (c) for the purpose of enabling or assisting the Board to exercise its functions under any law or regulation applicable to the Abu Dhabi Global Market.
      (5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any jurisdiction outside the Abu Dhabi Global Market that appear to the authorised person to be similar to his functions under section 430 (application to Court in respect of defective accounts) for the purpose of enabling or assisting that body to exercise those functions.
      (6) In determining whether to disclose information to a body in accordance with subsection (5), the authorised person must have regard to the following considerations —
      (a) whether the use which the body is likely to make of the information is sufficiently important to justify making the disclosure,
      (b) whether the body has adequate arrangements to prevent the information from being used or further disclosed other than —
      (i) for the purposes of carrying out the functions mentioned in that subsection, or
      (ii) for other purposes substantially similar to those for which information disclosed to the authorised person could be used or further disclosed.

    • 435. Power to amend categories of permitted disclosure

      (1) The Board may make rules amending section 434(3), (4) and (5) (permitted disclosure of information obtained under compulsory powers).
      (2) Rules under this section must not —
      (a) amend subsection (3) of that section (Abu Dhabi Global Market public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function),
      (b) amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature,
      (c) amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a jurisdiction outside the Abu Dhabi Global Market."

    • 437. Accounting standards

      (1) In this Part "accounting standards" means international accounting standards or such other standard accounting practice as may be prescribed by rules made by the Board.
      (2) References in this Part to accounting standards applicable to an LLP's annual accounts are to such standards as are, in accordance with their terms, relevant to the LLP's circumstances and to the accounts.
      (3) Rules under this section may contain such transitional and other supplementary and incidental provisions as appear to the Board to be appropriate."

    • 438. LLPs qualifying as medium-sized: general

      (1) An LLP qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year,
      (2) An LLP qualifies as medium-sized in relation to a subsequent financial year —
      (a) if the qualifying conditions are met in that year and the preceding financial year,
      (b) if the qualifying conditions are met in that year and the LLP qualified as medium-sized in relation to the preceding financial year,
      (c) if the qualifying conditions were met in the preceding financial year and the LLP qualified as medium-sized in relation to that year.
      (3) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
      1. Turnover Not more than 68 million US dollars
      2. Number of employees Not more than 75
      (4) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
      (5) The number of employees means the average number of persons employed by the LLP in the year, determined as follows —
      (a) find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
      (b) add together the monthly totals, and
      (c) divide by the number of months in the financial year.
      (6) This section is subject to section 439 (LLPs qualifying as medium-sized: parent LLPs).

    • 439. LLPs qualifying as medium-sized: parent LLPs

      (1) A parent LLP qualifies as a medium-sized LLP in relation to a financial year only if the group headed by it qualifies as a medium-sized group.
      (2) A group qualifies as medium-sized in relation to the parent LLP's first financial year if the qualifying conditions are met in that year.
      (3) A group qualifies as medium-sized in relation to a subsequent financial year of the parent LLP —
      (a) if the qualifying conditions are met in that year and the preceding financial year,
      (b) if the qualifying conditions are met in that year and the group qualified as medium-sized in relation to the preceding financial year,
      (c) if the qualifying conditions were met in the preceding financial year and the group qualified as medium-sized in relation to that year.
      (4) The qualifying conditions are met by a group in a year in which it satisfies both of the following requirements —
      1. Aggregate turnover Not more than 68 million US dollars
      2. Number of employees Not more than 75
      (5) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 438 (LLPs qualifying as medium-sized: general) for each member of the group.
      (6) In relation to the aggregate figures for turnover —

      "net" means after any set-offs and other adjustments made to eliminate group transactions in accordance with international accounting standards, and

      "gross" means without those set-offs and other adjustments.

      An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
      (7) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is —
      (a) if its financial year ends with that of the parent company, that financial year, and
      (b) if not, its financial year ending last before the end of the financial year of the parent company.
      If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.

    • 440. LLPs excluded from being treated as medium-sized

      (1) An LLP is not entitled to take advantage of any of the provisions of this Part relating to LLPs qualifying as medium-sized if it was at any time within the financial year in question —
      (a) a public interest entity,
      (b) a financial institution,
      (c) a member of an ineligible group.
      (2) A group is ineligible if any of its members is —
      (a) a public interest entity,
      (b) a financial institution.

    • 441. General power to make further provision about accounts and reports

      (1) The Board may make rules about —
      (a) the accounts that LLPs are required to prepare,
      (b) the categories of LLPs required to prepare accounts of any description,
      (c) the form and content of the accounts that LLPs are required to prepare,
      (d) the obligations of LLPs and others as regards —
      (i) the approval of accounts,
      (ii) the sending of accounts to members and others,
      (iii) the delivery of copies of accounts to the Registrar, and
      (iv) the publication of accounts.
      (2) The rules may amend this Part by adding, altering or repealing provisions.
      (3) But they must not amend (other than consequentially) —
      (a) section 382 (accounts to give a fair representation), or
      (b) the provisions of Chapter 9 (revision of defective accounts).
      (4) The rules may impose fines (up to a maximum of level 3) for contraventions of the rules."