• 25. 25. Audit

    Sections 447 to 456 apply to LLPs, modified so that they read as follows —

    • 447. Requirement for audited accounts and public interest entities and financial institutions

      (1) An LLP's annual accounts for a financial year must be audited in accordance with this Part unless the LLP is exempt from audit under —

      section 449 (small LLPs),

      section 452 (subsidiary LLPs), or

      section 455 (dormant LLPs).
      (2) An LLP is not entitled to any such exemption unless its balance sheet contains a statement by the members to that effect.
      (3) An LLP is not entitled to exemption under any of the provisions mentioned in subsection (1) unless its balance sheet contains a statement by the members to the effect that —
      (a) the members have not required the LLP to obtain an audit of its accounts for the year in question in accordance with section 448 (right of members to require audit), and
      (b) the members acknowledge their responsibilities for complying with the requirements of the Companies Regulations with respect to accounting records and the preparation of accounts.
      (4) The statement required by subsection (2) or (3) must appear on the balance sheet above the signature required by section 399 (approval and signing of accounts).
      (5) In this Part, "public interest entity" and "financial institution" shall have the meaning given to them in section 372 (public interest entities and financial institutions).

    • 448. Right of members to require audit

      (1) The members of an LLP that would otherwise be entitled to exemption from audit under any of the provisions mentioned in section 447(1) (exemptions from audit of annual accounts) may by notice under this section require it to obtain an audit of its accounts for a financial year.
      (2) The notice must be given by not less than 10% in number of the members of the LLP.
      (3) The notice may not be given before the financial year to which it relates and must be given not later than one month before the end of that year.

    • 449. Small LLPs: conditions for exemption from audit

      (1) An LLP that qualifies as a small LLP in relation to a financial year is exempt from the requirements of the Companies Regulations relating to the audit of accounts for that year.

      For the purposes of this section whether an LLP qualifies as a small LLP shall be determined in accordance with section 369 (LLPs qualifying as small).
      (2) This section has effect subject to —

      section 447(2) and (3) (requirements as to statements to be contained in balance sheet),

      section 448 (right of members to require audit),

      section 450 (LLPs excluded from small LLPs exemption), and

      section 451 (availability of small LLPs exemption in case of group LLP).

    • 450. LLPs excluded from small LLPs exemption

      An LLP is not entitled to the exemption conferred by section 449 (small LLPs) if it was at any time within the financial year in question —

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

    • 451. Availability of small LLPs exemption in case of group LLP

      (1) An LLP is not entitled to the exemption conferred by section 449 (small LLPs) in respect of a financial year during any part of which it was a group LLP unless —
      (a) the group —
      (i) qualifies as a small group in relation to that financial year, and
      (ii) was not at any time in that year an ineligible group, or
      (b) subsection (2) applies.
      (2) An LLP is not excluded by subsection (1) if, throughout the whole of the period or periods during the financial year when it was a group LLP, it was both a subsidiary undertaking and dormant.
      (3) In this section —
      (a) "group LLP" means an LLP that is a parent LLP or a subsidiary undertaking, and
      (b) the group", in relation to a group LLP, means that LLP together with all its associated undertakings.
      For this purpose undertakings are associated if one is a subsidiary undertaking of the other or both are subsidiary undertakings of a third undertaking.
      (4) For the purposes of this section —
      (a) whether a group qualifies as small shall be determined in accordance with section 370 (LLPs qualifying as small: parent LLPs), and
      (b) "ineligible group" has the meaning given by section 371(2) (LLPs excluded from the small LLPs regime)
      (5) The provisions mentioned in subsection (4) apply for the purposes of this section as if all the bodies corporate in the group were LLPs.

    • 452. Subsidiary LLPs: conditions for exemption from audit

      (1) An LLP is exempt from the requirements of the Companies Regulations relating to the audit of individual accounts for a financial year if —
      (a) it is itself a subsidiary undertaking, and
      (b) 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 454 (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 LLP is exempt from the requirements of the Companies Regulations relating to the audit of individual accounts by virtue of this section, and
      (e) the members of the LLP must deliver to the Registrar on or before the date that they file the accounts for that year —
      (i) a written notice of the agreement referred to in subsection (2)(a),
      (ii) the statement referred to in section 454(1),
      (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.
      (3) This section has effect subject to —

      section 447(2) and (3) (requirements as to statements contained in balance sheet), and

      section 448 (right of members to require audit).

    • 453. LLPs excluded from the subsidiary LLPs audit exemption

      An LLP is not entitled to the exemption conferred by section 452 (subsidiary LLPs) if it was at any time within the financial year in question —

      (a) an LLP whose securities are listed on a recognised investment exchange, or
      (b) a financial institution.

    • 454. Subsidiary LLPs audit 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.

    • 455. Dormant LLPs: conditions for exemption from audit

      (1) An LLP is exempt from the requirements of the Companies Regulations relating to the audit of accounts in respect of a financial year if —
      (a) it has been dormant since its formation, or
      (b) it has been dormant since the end of the previous financial year and the following conditions are met.
      (2) The conditions are that the LLP —
      (a) as regards its individual accounts for the financial year in question —
      (i) is entitled to prepare accounts in accordance with the small LLPs regime (see sections 368 (LLPs subject to the small LLPs regime) to 371 (LLPs excluded from the small LLPs regime)), and
      (ii) is not required to prepare group accounts for that year.
      (3) This section has effect subject to —

      section 447(2) and (3) (requirements as to statements to be contained in balance sheet),

      section 448 (right of members to require audit), and

      section 456 (LLPs excluded from dormant LLPs exemption).

    • 456. LLPs excluded from dormant LLPs exemption

      An LLP is not entitled to the exemption conferred by section 455 (dormant LLPs) if it was at any time within the financial year in question licensed under the Commercial Licensing Regulations 2015 as a financial institution."