• 27. 27. Functions of Auditor

    Sections 467 and 469 to 478 apply to LLPs, modified so that they read as follows —

    • 467. Auditor's report on LLP's annual accounts

      (1) An LLP's auditor must make a report to the LLP's members on all annual accounts of the LLP of which copies are, during his tenure of office to be sent out to members under section 405 (duty to circulate copies of annual accounts and auditor's report),
      (2) The auditor's report must include —
      (a) an introduction identifying the annual accounts that are the subject of the audit and the financial reporting framework that has been applied in their preparation, and
      (b) a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.
      (3) The report must state clearly whether, in the auditor's opinion, the annual accounts —
      (a) fairly present —
      (i) in the case of an individual balance sheet, the state of affairs of the LLP as at the end of the financial year,
      (ii) in the case of an individual profit and loss account, the profit or loss of the LLP for the financial year,
      (iii) in the case of group accounts, the state of affairs as at the end of the financial year and of the profit or loss for the financial year of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP,
      (j) have been properly prepared in accordance with the relevant financial reporting framework, and
      (k) have been prepared in accordance with the requirements of the Companies Regulations.

      Expressions used in this subsection or subsection (4) that are defined for the purposes of Part 14 (see sections 437 (accounting standards), 444 (meaning of "annual accounts" and related expressions) and 446 (minor definitions)) have the same meaning as in that Part.
      (4) The following provisions apply to the auditors 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 mentioned in subsection (3)(a) —
      (a) where the accounts comprise only micro-entity minimum accounting items, the auditors 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 auditors 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 microentity minimum accounting items, the auditors must have regard to any provision of an accounting standard which relates to that item.
      (5) The auditor's report —
      (a) must be either unqualified or qualified, and
      (b) must include a reference to any matters to which the auditor wishes to draw attention by way of emphasis without qualifying the report."

    • 469. Duties of auditor

      (1) An LLP's auditor, in preparing his report, must carry out such investigations as will enable him to form an opinion as to —
      (a) whether adequate accounting records have been kept by the LLP and returns adequate for their audit have been received from branches not visited by him, and
      (b) whether the LLP's individual accounts are in agreement with the accounting records and returns.
      (2) If the auditor is of the opinion —
      (a) that adequate accounting records have not been kept, or that returns adequate for their audit have not been received from branches not visited by him, or
      (b) that the LLP's individual accounts are not in agreement with the accounting records and returns, the auditor shall state that fact in his report.
      (3) If the auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report.
      (4) If the members of the LLP have prepared accounts in accordance with the small LLPs regime, and in the auditor's opinion they were not entitled to do so, the auditor shall state that fact in his report.

    • 470. Auditor's general right to information

      (1) An auditor of an LLP —
      (a) has a right of access at all times to the LLP's books, accounts and vouchers (in whatever form they are held), and
      (b) may require any of the following persons to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor.
      (2) Those persons are —
      (a) any member or employee of the LLP,
      (b) any person holding or accountable for any of the LLP's books, accounts or vouchers,
      (c) any subsidiary undertaking of the LLP which is a body corporate incorporated in the Abu Dhabi Global Market,
      (d) any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking,
      (e) any person who fell within any of subsection (2)(a) to (d) at a time to which the information or explanations required by the auditor relates or relate.
      (3) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

    • 471. Auditor's right to information from overseas subsidiary undertakings

      (1) Where a parent LLP has a subsidiary undertaking that is not a body corporate incorporated in the Abu Dhabi Global Market, the auditor of the parent LLP may require it to obtain from any of the following persons such information or explanations as he may reasonably require for the purposes of his duties as auditor.
      (2) Those persons are —
      (a) the undertaking,
      (b) any officer, employee or auditor of the undertaking,
      (c) any person holding or accountable for any of the undertaking's books, accounts or vouchers,
      (d) any person who fell within subsection (2)(b) or (c) at a time to which the information or explanations relates or relate.
      (3) If so required, the parent LLP must take all such steps as are reasonably open to it to obtain the information or explanations from the person concerned.
      (4) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

    • 472. Auditor's rights to information: contraventions

      (1) A person commits a contravention of the Companies Regulations who knowingly or recklessly makes to an auditor of an LLP a statement (oral or written) that —
      (a) conveys or purports to convey any information or explanations which the auditor requires, or is entitled to require, under section 470 (auditor's general right to information), and
      (b) is misleading, false or deceptive in a material particular.
      (2) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.
      (3) A person who fails to comply with a requirement under section 470 (auditor's general right to information) without delay commits a contravention of the Companies Regulations unless it was not reasonably practicable for him to provide the required information or explanations.
      (4) If a parent LLP fails to comply with section 471 (auditor's right to information from overseas subsidiary undertakings), 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 (3) shall be liable to a fine of up to level 4.
      (6) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
      (7) Nothing in this section affects any right of an auditor to apply for an injunction to enforce any of his rights under section 470 (general right to information) or 471 (right to information from overseas subsidiary undertakings).

    • 473. Auditor's rights in relation to meetings

      (1) An LLP's auditor is entitled —
      (a) to receive all notices of, and other communications relating to, any meeting which a member of the LLP is entitled to receive, where any part of the business of the meeting concerns them as auditors,
      (b) to attend any meeting of the LLP where any part of the business of the meeting concerns them as auditors, and
      (c) to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as auditor.
      (2) Where the auditor is a firm, the right to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting.

    • 474. Signature of auditor's report

      (1) The auditor's report must state the name of the auditor and be signed and dated.
      (2) Where the auditor is an individual, the report must be signed by him.
      (3) Where the auditor is a firm, the report must be signed by the senior auditor in his own name, for and on behalf of the auditor.

    • 475. Senior auditor

      (1) The senior auditor means the individual identified by the firm as senior auditor in relation to the audit in accordance with —
      (a) standards issued by the Board, or
      (b) if there is no applicable standard so issued, any relevant guidance issued by —
      (i) the Board, or
      (ii) a body appointed by the Board.
      (2) The person identified as senior auditor must be eligible for appointment as auditor of the LLP in question (see Chapter 2 of Part 35 of the Companies Regulations).
      (3) The senior auditor is not, by reason of being named or identified as senior auditor or by reason of his having signed the auditor's report, subject to any civil liability to which he would not otherwise be subject.

    • 476. Names to be stated in published copies of auditor's report

      (1) Every copy of the auditor's report that is published by or on behalf of the LLP 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 resolution has been passed and notified to the Board in accordance with that section.
      (2) For the purposes of this section an LLP is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.
      (3) If a copy of the auditor's report is published without the statement required by this section, a contravention of the Companies Regulations is committed by —
      (a) the LLP, and
      (b) every designated member of the LLP who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

    • 477. Circumstances in which names may be omitted

      (1) The auditor's name and, where the auditor is a firm, the name of the person who signed the report as senior auditor, may be omitted from —
      (a) published copies of the report, and
      (b) the copy of the report delivered to the Registrar under Chapter 8 of Part 14 (filing of accounts and reports),
      (c) if the following conditions are met.
      (2) The conditions are that the LLP —
      (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior auditor, or any other person, would be subject to violence or intimidation, has determined that the name should not be stated, and
      (b) has given notice of the determination to the Registrar, stating —
      (i) the name and registered number of the LLP,
      (ii) the financial year of the LLP to which the report relates, and
      (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior auditor.

    • 478. Contraventions in connection with auditor's report

      (1) A person to whom this section applies commits a contravention of the Companies Regulations if he knowingly or recklessly causes a report under section 467 (auditor's report on LLP's annual accounts) to include any matter that is misleading, false or deceptive in a material particular.
      (2) A person to whom this section applies commits a contravention of the Companies Regulations if he knowingly or recklessly causes such a report to omit a statement required by —
      (a) section 469(2)(b) (statement that LLP's accounts do not agree with accounting records and returns),
      (b) section 469(3) (statement that necessary information and explanations not obtained), or
      (c) section 469(4) (statement that members wrongly took advantage of exemption from obligation to prepare group accounts).
      (3) This section applies to —
      (a) where the auditor is an individual, that individual and any employee or agent of his who is eligible for appointment as auditor of the LLP,
      (b) where the auditor is a firm, any member, member, employee or agent of the firm who is eligible for appointment as auditor of the LLP.
      (4) A person who commits the contraventions referred to in subsection (1) and (2) shall be liable to a fine of up to level 5."