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The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020

S.I. 2020/523 · Made 18 May 2020 · Extends to United Kingdom

Up to date with all changes known to legislation.gov.uk, revised to 31 December 2020.

Exiting The European Union

Companies

Auditors

Fees And Charges

Limited Liability Partnerships

Partnership

Made 18th May 2020

Laid before Parliament 21st May 2020

Coming into force in accordance with regulation 1(2)

The Secretary of State makes these Regulations in exercise of the powers conferred by section 41(1) of the European Union (Withdrawal Agreement) Act 2020 M1.

Annotations to the whole text

Marginal citations

M1

2020 c. 1.

Contents

  1. Part 1
  2. 1Citation and commencement
  3. Part 2: Amendments to the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018
  4. 2Regulation 2
  5. 3Regulation 3
  6. 4Regulation 4
  7. 5Regulation 5
  8. Part 3: Amendments to the European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018
  9. 6Regulation 6
  10. 7Regulation 7
  11. 8Regulation 8
  12. Part 4: Amendments to the Accounts and Reports (Amendment) (EU Exit) Regulations 2019
  13. 9Regulation 9
  14. 10Regulation 10
  15. 11Regulation 11
  16. 12Regulation 12
  17. Part 5: Amendments to the Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019
  18. 13Regulation 13
  19. 14Regulation 14
  20. 15Regulation 15
  21. 16Regulation 16
  22. 17Regulation 17
  23. 18Regulation 18
  24. 19Regulation 19
  25. Part 6: Amendments to the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019
  26. 20Regulation 20
  27. Part 7: Amendments to the International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019
  28. 21Regulation 21
  29. 22Regulation 22
  30. 23Regulation 23
  31. 24Regulation 24
  32. 25Regulation 25
  33. 26Regulation 26
  34. Part 8: Amendments to the Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019
  35. 27Regulation 27
  36. Signature
  37. Explanatory note

1Citation and commencementI1

(1)

These Regulations may be cited as the Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020.

(2)

These Regulations come into force immediately before IP completion day, except for this Part and Part 8 which come into force immediately before regulation 6 of the Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 M1 comes into force.

2I1

The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 M1 are amended in accordance with this Part.

3I1

In Part 2—

(a)

in regulation 4(a), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(b)

in regulation 8, in inserted regulation 12A—

(i)

in paragraph (1)—

(aa)

in the opening words, for “exit day” substitute “ IP completion day ”;

(bb)

in sub-paragraph (a), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(cc)

in sub-paragraph (b), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(ii)

in paragraph (2), for “exit day” substitute “ IP completion day ”;

(iii)

in paragraph (3), for “exit day” substitute “ IP completion day ”;

(iv)

in paragraph (4), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(v)

in paragraph (6), for “exit day” substitute “ IP completion day ”;

(c)

in regulation 24(a), for “exit day” substitute “ IP completion day ”;

(d)

in regulation 36(b)(i), for “exit day” substitute “ IP completion day ”;

(e)

in regulation 49—

(i)

in paragraph (a)—

(aa)

in sub-paragraph (ii), for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(bb)

in sub-paragraph (viii), for “exit day” substitute “ IP completion day ”;

(cc)

in sub-paragraph (x), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(ii)

in paragraph (c), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(f)

in regulation 56(b), for “exit day” substitute “ IP completion day ”;

(g)

in regulation 64(a)(iii), for “exit day” substitute “ IP completion day ”;

(h)

in regulation 67—

(i)

in paragraph (a)—

(aa)

in sub-paragraph (ii), for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(bb)

in sub-paragraph (viii), for “exit day” substitute “ IP completion day ”;

(cc)

in sub-paragraph (x), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(ii)

in paragraph (c), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(i)

in regulation 74(b), for “exit day” substitute “ IP completion day ”;

(j)

in regulation 81(a)(iii), for “exit day” substitute “ IP completion day ”;

(k)

in regulation 84(c), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(l)

in regulation 88—

(i)

in paragraph (a), for “exit day” substitute “ IP completion day ”;

(ii)

in paragraph (b), for “exit day” substitute “ IP completion day ”;

(m)

in regulation 95(b), for “exit day” substitute “ IP completion day ”.

4I1

In Part 3—

(a)

in regulation 97—

(i)

in inserted Article A1, in the definition of “SE”, for “exit day” substitute “ IP completion day ”;

(ii)

in inserted Article AA1—

(aa)

in paragraph 1, for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(bb)

in the opening words of paragraph 2, for “exit day” substitute “ IP completion day ”;

(cc)

in paragraph 5, for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(b)

in regulation 106(c)(ii), for “exit day” substitute “ IP completion day ”.

5I1

In Part 4—

(a)

in regulation 140, for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(b)

in regulation 141, for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(c)

in regulation 142—

(i)

in paragraph (1), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(ii)

in paragraph (2), for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(d)

in regulation 143—

(i)

in paragraph (1), for “exit day” substitute “ IP completion day ”;

(ii)

in paragraph (2), for “exit day” substitute “ IP completion day ”;

(e)

in regulation 144, for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(f)

in regulation 145, for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(g)

in regulation 146(1)—

(i)

in the opening words, for “exit day” substitute “ IP completion day ”;

(ii)

in paragraph (a), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(iii)

in paragraph (b), for “exit day” substitute “ IP completion day ”;

(iv)

in paragraph (c), for “exit day” substitute “ IP completion day ”;

(h)

in regulation 147, for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(i)

in regulation 148, for “exit day” substitute “ IP completion day ”;

(j)

in regulation 149(c)—

(i)

in sub-paragraph (iv), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (v), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(k)

in regulation 153(1)—

(i)

in the opening words, for “exit day” substitute “ IP completion day ”;

(ii)

in paragraph (a), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(iii)

in paragraph (b), for “exit day” substitute “ IP completion day ”;

(iv)

in paragraph (c), for “exit day” substitute “ IP completion day ”;

(l)

in regulation 154, for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(m)

in regulation 155, for “exit day” substitute “ IP completion day ”;

(n)

in regulation 156(c)—

(i)

in sub-paragraph (iii)(aa), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (iv), for “exit day”, in both places where it appears, substitute “ IP completion day ”.

6I1

The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018 M1 are amended in accordance with this Part.

7I1

In Part 2, in regulation 9, in substituted regulation 9—

(a)

in paragraph (1), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(b)

in paragraph (2), for “exit day” substitute “ IP completion day ”;

(c)

in paragraph (3), for “exit day” substitute “ IP completion day ”;

(d)

in paragraph (4)(b), for “exit day” substitute “ IP completion day ”;

(e)

in paragraph (6), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(f)

in paragraph (7), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(g)

in paragraph (9), for “exit day” substitute “ IP completion day ”.

8I1

In Part 3—

(a)

in regulation 33, in substituted Article 1—

(i)

in paragraph 1, for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(ii)

in paragraph 2(b), for “exit day” substitute “ IP completion day ”;

(iii)

in paragraph 4, for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(iv)

in paragraph 5, for “exit day” substitute “ IP completion day ”;

(b)

in regulation 34, in paragraph 3(b) of inserted Article 1A, for “exit day” substitute “ IP completion day ”;

(c)

in regulation 38(c), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(d)

in regulation 46, in paragraph 2 of substituted Article 13, for “ exit day ” substitute “IP completion day”.

9I1

The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 M1 are amended in accordance with this Part.

10I1

In regulation 1(2)(b), for “exit day” substitute “ IP completion day ”.

11I1

In regulation 7—

(a)

in paragraph (1), for “exit day” substitute “ IP completion day ”;

(b)

in paragraph (3), for “exit day” substitute “ IP completion day ”.

12I1

In Schedule 3—

(a)

in paragraph 31(b), for “exit day” substitute “ IP completion day ”;

(b)

in paragraph 37, in paragraph (1) of inserted regulation 12ZA, for “exit day” substitute “ IP completion day ”.

13I1

The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 M1 are amended in accordance with this Part.

14I1

In Part 2—

(a)

in regulation 5(c), for “exit day” substitute “ IP completion day ”;

(b)

in regulation 6—

(i)

in paragraph (a), in paragraph (a) of the substituted definition of “ audit committee ”, for “exit day” substitute “ IP completion day ”;

(ii)

in paragraph (c)(iii), for “exit day” substitute “ IP completion day ”;

(c)

in regulation 8(a)(iii), for “exit day” substitute “ IP completion day ”;

(d)

in regulation 11(b)(ii), for “exit day” substitute “ IP completion day ”;

(e)

in regulation 28 M1—

(i)

before paragraph (a), insert—

“(za)

in sub-paragraph (1)(a), for “an EEA auditor” substitute “ a third country auditor ”;

(zb)

in sub-paragraph (1)(aa), for “an EEA auditor” substitute “ a third country auditor ”;

(zc)

in sub-paragraph (1)(b), omit “which is not an EEA auditor”;”;

(ii)

for paragraph (a), substitute—

“(a)

omit sub-paragraph (1)(c);”;

(iii)

after paragraph (d), insert—

“(da)

in sub-paragraph (2C)(a), for “another EEA State” substitute “ an EEA State ”;”;

(iv)

omit paragraph (e);

(f)

for regulation 29, substitute—

“

29

In paragraph 7 (holding of appropriate qualification)—

(a)

for sub-paragraph (2)(a), substitute—

“(a)

in relation to an individual, to that individual's—

(i)

holding an appropriate qualification, or

(ii)

being a third country auditor and meeting the requirements of paragraph 6(1)(aa)(ii) or 6(1A);”;

(b)

omit sub-paragraph (2)(b)(ii) and the “or” before it.”;

(g)

in regulation 30(b), for “exit day” substitute “ IP completion day ”;

(h)

in regulation 32(d)(iii), for “exit day” substitute “ IP completion day ”;

(i)

in regulation 38, for “exit day” substitute “ IP completion day ”;

(j)

in regulation 40, for “exit day” substitute “ IP completion day ”.

15I1

In Part 3—

(a)

in regulation 51—

(i)

in paragraph (a)(ii), for “exit day” substitute “ IP completion day ”;

(ii)

in paragraph (b)(i), for “exit day” substitute “ IP completion day ”;

(b)

in regulation 61(c)(ii), for “exit day” substitute “ IP completion day ”;

(c)

in regulation 66(d)(iii), for “exit day” substitute “ IP completion day ”;

(d)

in regulation 68(a), for “exit day” substitute “ IP completion day ”;

(e)

in regulation 70(a), for “exit day” substitute “ IP completion day ”;

(f)

in regulation 71(d)(i), for “exit day” substitute “ IP completion day ”.

16I1

In Part 4, in regulation 100(f), for “exit day” substitute “ IP completion day ”.

17I1

In Schedule 1—

(a)

in paragraph 1(1), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

F1(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18I1

In Schedule 2, in paragraph 1(1), for “exit day”, in both places where it appears, substitute “ IP completion day ”.

19I1

In Schedule 4—

(a)

in the opening words of paragraph 1 M1, for “exit day” substitute “ IP completion day ”;

(b)

in paragraph 2—

(i)

in the opening words, for “exit day”, substitute “ IP completion day ”;

(ii)

in sub-paragraph (a), for “exit day”, substitute “ IP completion day ”;

(c)

in paragraph 3, for “exit day” substitute “ IP completion day ”.

20I1

Schedule 4 of the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 M1 is amended as follows—

(a)

in paragraph 1—

(i)

in the opening words, for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (a), for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (b), for “exit day” substitute “ IP completion day ”;

(b)

in paragraph 2—

(i)

in sub-paragraph (1), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (3), for “exit day” substitute “ IP completion day ”;

(iv)

in sub-paragraph (4), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(c)

in paragraph 3—

(i)

in sub-paragraph (1), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(d)

in paragraph 4—

(i)

in sub-paragraph (1), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (4), for “exit day” substitute “ IP completion day ”;

(iv)

in sub-paragraph (5), for “exit day” substitute “ IP completion day ”;

(e)

in paragraph 5—

(i)

in sub-paragraph (1), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (2), for “exit day”, in both places where it appears, substitute “ IP completion day ”.

21I1

The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 M1 are amended in accordance with this Part.

22I1

In Part 1, in regulation 1—

(a)

in paragraph (3), for “exit day” substitute “ IP completion day ”;

(b)

in paragraph (4), for “exit day” substitute “ IP completion day ”.

23I1

In Part 2—

(a)

in the heading to Chapter 2, for “exit day” substitute “ IP completion day ”;

(b)

in regulation 4, for “exit day”, in the heading and the two other places where it appears, substitute “ IP completion day ”;

(c)

in regulation 20(2), for “exit day” substitute “ IP completion day ”.

24I1

In regulation 23(d), for “exit day” substitute “ IP completion day ”.

25I1

In Schedule 1—

(a)

in paragraph 63(2) M1, in substituted point (3)(a) of Article 3—

(i)

in point (i), for “exit day” substitute “ IP completion day ”;

(ii)

in point (iii), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(b)

in paragraph 64—

(i)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (4), for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (5), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(c)

in paragraph 65—

(i)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (4) for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (5)(c), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(d)

in paragraph 66—

(i)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (4), for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (5), for “exit day”, in both places where it appears, substitute “ IP completion day ”;

(e)

in paragraph 67—

(i)

in sub-paragraph (2), for “exit day” substitute “ IP completion day ”;

(ii)

in sub-paragraph (4), for “exit day” substitute “ IP completion day ”;

(iii)

in sub-paragraph (5), for “exit day”, in both places where it appears, substitute “ IP completion day ”.

26I1

In Schedule 3—

(a)

in paragraph 2, for “exit day” substitute “ IP completion day ”;

(b)

in paragraph 11—

(i)

in sub-paragraph (1), for “exit day”, in each of the three places where it appears, substitute “ IP completion day ”;

(ii)

in sub-paragraph (3)(b), for “exit day” substitute “ IP completion day ”;

(c)

in paragraph 15, in paragraph (1) of inserted regulation 152A, for “exit day” substitute “ IP completion day ”;

(d)

in paragraph 17, in paragraph (1) of inserted regulation 159A, for “exit day” substitute “ IP completion day ”.

27I1

Regulation 6 of the Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 is amended as follows—

(a)

after the words “the individual” insert “ is an EEA auditor who ”;

(b)

for “31 December 2020”, in both places where it appears, substitute “ IP completion day ”.

Signature

Callanan

Parliamentary Under Secretary of State

Department for Business, Energy and Industrial Strategy

Explanatory note

(This note is not part of the Regulations)

These Regulations make consequential provisions in exercise of the power in section 41(1) of the European Union (Withdrawal Agreement) Act 2020 (c. 1) (“the 2020 Act”).

Regulations 2 to 29 amend a number of references to exit day in legislation made as a consequence of exiting the European Union, which were related to the regulation of companies and other legal entities, and in particular auditing and accounts. Those provisions being amended here will come into force on IP completion day by operation of paragraph 1 of Schedule 5 to the 2020 Act. The amendments made by this instrument ensure that their effects begin from IP completion day rather than from exit day.

Paragraphs (e) and (f) of regulation 14 make amendments to the Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), which amend Schedule 10 to the Companies Act 2006 (c. 46). The changes made by this instrument provide that from IP completion day, auditors from EEA States will cease to count automatically towards the requisite majority ownership of audit firms, and will be eligible for appointment as a statutory auditor under the same conditions as those of other countries.

A full impact assessment has not been produced for this instrument, as no, or no significant, impact on the private, voluntary or public sector is foreseen.