The Partnerships (Accounts) Regulations 2008

Acts of Parliament

Miscellaneous

Crown Copyright Acknowledged

STATUTORY INSTRUMENTS

The Partnerships (Accounts) Regulations 2008


	Made Laid before Parliament Coming into force	26th February 2008 5th March 2008 6th April 2008

	The Secretary of State is a Minister designated(1) for the purposes of section 2(2) of the European Communities Act 1972(2) in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation, and in relation to auditors and the audit of accounts.
	The Secretary of State makes the following Regulations in exercise of the powers conferred by section 2(2) of that Act and sections 1210(1)(h) and 1292(2) of the Companies Act 2006(3).

PART 1

INTRODUCTION

1-	Citation, commencement and application

	(1)	These Regulations may be cited as the Partnerships (Accounts) Regulations 2008.
	(2)	These Regulations come into force on 6th April 2008 and apply in relation to—

		(a)	qualifying partnerships’ financial years beginning on or after that date, and
		(b)	auditors appointed in respect of those financial years.

2-	Interpretation

	(1)	In these Regulations—
		“the accounts”, in relation to a qualifying partnership, means the annual accounts, the directors’ report and the auditor’s report required by regulation 4,
		“dealt with on a consolidated basis” means dealt with by the method of full consolidation, the method of proportional consolidation or the equity method of accounting,
		“financial year”, in relation to a qualifying partnership, means any period of not more than 18 months in respect of which a profit and loss account of the partnership is required to be made up by or in accordance with its constitution or, failing any such requirement, each period of 12 months beginning with 1st April,
		“the Fourth Directive” means the Fourth Council Directive (78/660/EEC) of 25th July 1978 on the annual accounts of certain types of companies(4),
		“general partner” has the same meaning as in the Limited Partnerships Act 1907(5),
		“the Large and Medium-sized Companies Accounts Regulations” means the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008(6),
		“limited company” means a company limited by shares or limited by guarantee,
		“limited partnership” means a partnership formed in accordance with the Limited Partnerships Act 1907,
		“qualifying partnership” has the meaning given by regulation 3,
		“the Seventh Directive” means the Seventh Council Directive (83/349/EEC) of 13th June 1983 on consolidated accounts(7),
		“the Small Companies Accounts Regulations” means the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008(8),
		and except as otherwise provided in these Regulations, words and expressions used in the Companies Act 2006 have the same meaning in these Regulations as they have in that Act.

(2)

Any reference in these Regulations to the members of a qualifying partnership is to be construed, in relation to a limited partnership, as a reference to its general partner or partners.

3-	Qualifying partnerships

(1)

A partnership which is formed under the law of any part of the United Kingdom is a qualifying partnership for the purposes of these Regulations if each of its members is—

		(a)	a limited company, or
		(b)	an unlimited company, or a Scottish partnership, each of whose members is a limited company.

(2)

Where the members of a qualifying partnership include—

		(a)	an unlimited company, or a Scottish partnership, each of whose members is a limited company, or
		(b)	a member of another partnership each of whose members is—

			(i)	a limited company, or
			(ii)	an unlimited company, or a Scottish partnership, each of whose members is a limited company,
				any reference in these Regulations to the members of the qualifying partnership includes a reference to the members of that company or other partnership.

	(3)	The requirements of these Regulations apply without regard to any change in the members of a qualifying partnership which does not result in it ceasing to be such a partnership.
	(4)	Any reference in paragraph (1) or (2) to a limited company, an unlimited company or a partnership includes a reference to any comparable undertaking incorporated in or formed under the law of any country or territory outside the United Kingdom.

PART 2

PARTNERSHIP ACCOUNTS

4-	Preparation of accounts of qualifying partnerships

(1)

Subject to regulation 7, the persons who are members of a qualifying partnership at the end of any financial year of the partnership must, in respect of that year—

		(a)	prepare the like annual accounts and directors’ report, and
		(b)	cause to be prepared such an auditor’s report,
			as would be required, if the partnership were a company, under Part 15 (accounts and reports) and Chapter 1 of Part 16 (requirement for audited accounts) of the Companies Act 2006, and under the Small Companies Accounts Regulations or the Large and Medium-sized Companies Accounts Regulations (as the case may be).

	(2)	Regulations 4 to 6 of the Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) Regulations 2008(9) apply in relation to the accounts required by this regulation as they apply in relation to the annual accounts of a company or group.
	(3)	The accounts required by this regulation must—

		(a)	be prepared within the period of 9 months beginning immediately after the end of the partnership’s financial year, and
		(b)	state that they are prepared under this regulation.

(4)

Part 1 of the Schedule to these Regulations sets out certain modifications and adaptations for the purposes of this regulation.

5-	Delivery of accounts of qualifying partnerships to registrar etc.

	(1)	Subject to regulation 7, each limited company which is a member of a qualifying partnership at the end of any financial year of the partnership must append to the copy of its accounts and reports which is next delivered to the registrar in accordance with section 441(1) of the Companies Act 2006 (duty to file accounts and reports with the registrar) a copy of the accounts of the partnership prepared for that year under regulation 4.
	(2)	Subject to regulation 7, a limited company which is a member of a qualifying partnership must supply to any person upon request—

		(a)	the name of each member of the partnership which is to deliver, or has delivered, a copy of the latest accounts of the partnership to the registrar under paragraph (1), and
		(b)	the name of each member of the partnership incorporated in a member State other than the United Kingdom which is to publish, or has published, the latest accounts for the partnership in accordance with the provisions of the Fourth or Seventh Directive.

6-	Publication of accounts of qualifying partnerships at head office

(1)

Subject to paragraph (2) and regulation 7, this regulation applies where a qualifying partnership’s head office is in the United Kingdom and each of its members is—

		(a)	an undertaking comparable to a limited company which is incorporated in a country or territory outside the United Kingdom, or
		(b)	an undertaking comparable to an unlimited company or partnership—

			(i)	which is incorporated in or formed under the law of such a country or territory, and
			(ii)	each of whose members is such an undertaking as is mentioned in sub-paragraph (a).

(2)

This regulation does not apply where any member of a qualifying partnership is—

		(a)	an undertaking comparable to a limited company which is incorporated in a member State other than the United Kingdom, or
		(b)	an undertaking comparable to an unlimited company or partnership—

			(i)	which is incorporated in or formed under the law of such a State, and
			(ii)	each of whose members is such an undertaking as is mentioned in sub-paragraph (a),
				and (in either case) the latest accounts of the qualifying partnership have been or are to be appended to the accounts of any member of the partnership and published under the law of that State and in accordance with the provisions of the Fourth or Seventh Directive.

(3)

The members of the qualifying partnership—

		(a)	must make the latest accounts of the partnership available for inspection by any person, without charge and during business hours, at the head office of the partnership, and
		(b)	if any document comprised in those accounts is in a language other than English, must annex to that document a translation of it into English, certified as an accurate translation—

			(i)	if the translation was made in the United Kingdom, by—

		(aa)	a notary public in any part of the United Kingdom;
		(bb)	a solicitor (if the translation was made in Scotland), a solicitor of the Supreme Court of Judicature of England and Wales (if it was made in England or Wales), or a solicitor of the Supreme Court of Judicature of Northern Ireland (if it was made in Northern Ireland); or
		(cc)	a person certified by a person mentioned above to be known to be competent to translate the document into English; or

			(ii)	if the translation was made outside the United Kingdom, by—

		(aa)	a notary public;
		(bb)	a person authorised in the place where the translation was made to administer an oath;
		(cc)	any of the British officials mentioned in section 6 of the Commissioners for Oaths Act 1889(10);
		(dd)	a person certified by a person mentioned above to be known to be competent to translate the document into English.

(4)

A member of the qualifying partnership must supply to any person upon request—

		(a)	a copy of the accounts required by paragraph (3)(a) to be made available for inspection, and
		(b)	a copy of any translation required by paragraph (3)(b) to be annexed to any document comprised in those accounts,
			at a price not exceeding the administrative cost of making the copy.

7-	Exemption from regulations 4 to 6 where accounts consolidated

(1)

The members of a qualifying partnership are exempt from the requirements of regulations 4 to 6 if the partnership is dealt with on a consolidated basis in group accounts prepared by—

		(a)	a member of the partnership which is established under the law of a member State, or
		(b)	and (in either case) the conditions mentioned in paragraph (2) are complied with.

(2)

The conditions are—

		(a)	that the group accounts are prepared and audited under the law of the member State concerned in accordance with the provisions of the Seventh Directive or of international accounting standards, and
		(b)	the notes to those accounts disclose that advantage has been taken of the exemption conferred by this regulation.

	(3)	Where advantage is taken of the exemption conferred by this regulation, any member of the qualifying partnership which is a limited company must disclose on request the name of at least one member or parent undertaking in whose group accounts the partnership has been or is to be dealt with on a consolidated basis.