OpenLegislation

The Accounts and Reports (Amendment) (EU Exit) Regulations 2018

Draft. This instrument was laid in draft and may differ from the one made. Look for the made version under its title.

Draft 2018, ISBN 9780111174036

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Draft Regulations laid before Parliament under paragraph 2 of Schedule 2 to the European Communities Act 1972 and paragraphs 1(1) and 15(1) of Schedule 7 to the European Union (Withdrawal) Act 2018, for approval by resolution of each House of Parliament.

Exiting The European Union

Companies

Limited Liability Partnerships

Made ***

Coming into force in accordance with regulation

The Secretary of State is a Minister designatedf1 for the purposes of section 2(2) of the European Communities Act 1972f2 in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation.

The Secretary of State makes these Regulations in exercise of the powers conferred by section 2(2) of that Act, and sections 8(1) and 23(1) of, and paragraph 21 of Schedule 7 to, the European Union (Withdrawal) Act 2018f3.

In accordance with paragraph 2 of Schedule 2 to the European Communities Act 1972 and paragraphs 1(1) and 15(1) of Schedule 7 to the European Union (Withdrawal) Act 2018 Act, a draft of this instrument has been laid before Parliament and approved by a resolution of each House of Parliament.

Annotations to the whole text

Footnotes

f1

S.I. 2007/193; there are no relevant amending instruments.

f2

1972 c. 68. Section 2(2) was amended by section 27 of the Legislation and Regulatory Reform Act 2006 (c. 51) and by section 3 of, and Part 1 of the Schedule to, the European Union (Amendment) Act 2008 (c. 7).

f3

2018 c. 16.

Contents

  1. 1Citation, commencement and effect
  2. 2Citation, commencement and effect
  3. 3Interpretation
  4. 4Amendments made under section 2(2) of the European Communities Act 1972
  5. 5Amendments made under the European Union (Withdrawal) Act 2018: primary legislation
  6. 6Amendments made under the European Union (Withdrawal) Act 2018: secondary legislation
  7. 7Transitional provision
  8. Signature
  9. Schedule 1: Amendments made under section 2(2) of the European Communities Act 1972
  10. 1The Companies Act 2006
  11. 2The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
  12. 3The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  13. Schedule 2: Amendments made under the European Union (Withdrawal) Act 2018: primary legislation
  14. Part 1: Amendments to the Companies Act 2006
  15. 1Paragraph 1
  16. 2Paragraph 2
  17. 3Paragraph 3
  18. 4Paragraph 4
  19. 5Paragraph 5
  20. 6Paragraph 6
  21. 7Paragraph 7
  22. 8Paragraph 8
  23. 9Paragraph 9
  24. 10Paragraph 10
  25. 11Paragraph 11
  26. 12Paragraph 12
  27. 13Paragraph 13
  28. 14Paragraph 14
  29. 15Paragraph 15
  30. 16Paragraph 16
  31. 17Paragraph 17
  32. 18Paragraph 18
  33. 19Paragraph 19
  34. Part 2: Amendments to other primary legislation
  35. 20Amendment to the Building Societies Act 1986
  36. 21Amendments to the Friendly Societies Act 1992
  37. Schedule 3: Amendments made under the European Union (Withdrawal) Act 2018: secondary legislation
  38. 1The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008
  39. 2The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
  40. 3The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
  41. 4The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
  42. 5The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
  43. 6The Partnerships (Accounts) Regulations 2008
  44. 7The Partnerships (Accounts) Regulations 2008
  45. 8The Partnerships (Accounts) Regulations 2008
  46. 9The Partnerships (Accounts) Regulations 2008
  47. 10The Partnerships (Accounts) Regulations 2008
  48. 11The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  49. 12The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  50. 13The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  51. 14The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  52. 15The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  53. 16The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  54. 17The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  55. 18The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  56. 19The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  57. 20The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  58. 21The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  59. 22The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
  60. 23The Overseas Companies Regulations 2009
  61. 24The Overseas Companies Regulations 2009
  62. 25The Overseas Companies Regulations 2009
  63. 26The Overseas Companies Regulations 2009
  64. 27The Overseas Companies Regulations 2009
  65. 28The Overseas Companies Regulations 2009
  66. 29The Overseas Companies Regulations 2009
  67. 30The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012
  68. 31The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012
  69. 32The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012
  70. 33The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012
  71. 34The Companies (Receipt of Accounts and Reports) Regulations 2013
  72. 35The Reports on Payments to Governments Regulations 2014
  73. 36The Reports on Payments to Governments Regulations 2014
  74. 37The Reports on Payments to Governments Regulations 2014
  75. 38The Reports on Payments to Governments Regulations 2014
  76. 39The Reports on Payments to Governments Regulations 2014
  77. 40The Reports on Payments to Governments Regulations 2014
  78. 41The Reports on Payments to Governments Regulations 2014
  79. 42The Reports on Payments to Governments Regulations 2014
  80. Explanatory note

1Citation, commencement and effect

(1)

These Regulations may be cited as the Accounts and Reports (Amendment) (EU Exit) Regulations 2018.

(2)

These Regulations come into force as follows—

(a)

this regulation and Schedule 1 come into force on the seventh day after the day on which these Regulations are made;

(b)

the provisions to which regulation 2 applies have effect in relation to financial years beginning on or after exit day;

(c)

the rest of these Regulations come into force on exit dayf1.

2Citation, commencement and effect

The provisions to which this regulation applies are—

(a)

Part 1 of Schedule 2, except—

(i)

paragraphs 1, 4, 15 and 18(b);

(ii)

paragraph 18(a), in so far as the new definitions do not apply to enactments which operate by reference to financial years;

(b)

Part 2 of Schedule 2;

(c)

Schedule 3, except paragraphs 2, 3, 6, 8 to 11, 14, 18, 22 to 35, 37 and 41.

3Interpretation

In these Regulations, “financial year” is to be construed in relation to any amendment to an enactment made by these Regulations, as having the same meaning as in that enactment.

4Amendments made under section 2(2) of the European Communities Act 1972

Schedule 1 contains amendments to primary and secondary legislation which are made under section 2(2) of the European Communities Act 1972.

5Amendments made under the European Union (Withdrawal) Act 2018: primary legislation

Schedule 2 contains amendments to primary legislation made under the European Union (Withdrawal) Act 2018.

6Amendments made under the European Union (Withdrawal) Act 2018: secondary legislation

Schedule 3 contains amendments to secondary legislation made under the European Union (Withdrawal) Act 2018.

7Transitional provision

(1)

This regulation applies in relation to financial years that begin before, but end on or after exit day.

(2)

The enactments amended by the provisions to which regulation 2 applies, so far as they operate by reference to financial years, as specified in regulation 2, have effect as if the United Kingdom were a member State until the end of the financial year in question.

(3)

The enactments amended by paragraph 5(a) of Schedule 3 have effect as if Part 14 of the Companies Act 2006 had effect as it had effect immediately before exit day until the end of the financial year in question.

Signature

Name

Parliamentary Under Secretary of State

Department

Date

1The Companies Act 2006

In the Companies Act 2006f1, for section 384B(1)(d)f2 (companies excluded from being treated as micro entities) substitute—

“(d)

a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Councilf3, other than one listed in Article 2 of Directive 2013/36/EU of the European Parliament and of the Council on access to the activity of credit institutions and investment firmsf4,”.

2The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

In the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008f1, in paragraph 6(3) of Schedule 7 (matters to be dealt with in directors’ report: financial instruments), for the words from “Council Directive 78/660/EEC” to the end substitute “Directive 2013/34/EU of the European Parliament and of the Council on the annual financial statements, consolidated financial statements and related reports of certain types of undertakingsf2”.

3The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008f1, in regulation 5A (LLPs qualifying as micro-entities)f2, in the modified version of section 384B (LLPs excluded from being treated as micro-entities), for subsection (1)(d) substitute—

“(d)

a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Councilf3, other than one listed in Article 2 of Directive 2013/36/EU of the European Parliament and of the Council on access to the activity of credit institutions and investment firmsf4,”.

1

The Companies Act 2006 is amended in accordance with this Part of this Schedule.

2

In section 384(2)(b) (companies excluded from the small companies regime), for “regulated market in an EEA State” substitute “UK regulated market”.

3

In section 384B(1) (companies excluded from being treated as micro entities)f1—

(a)

in the opening words omit “was”;

(b)

at the beginning of paragraph (a) insert “was”;

(c)

in paragraph (b)—

(i)

at the beginning insert “would have been”;

(ii)

at the end before the comma insert “were the United Kingdom a member State”;

(d)

in paragraph (c)—

(i)

at the beginning insert “would have been”;

(ii)

at the end before the comma insert “were the United Kingdom a member State”;

(e)

in paragraph (d), for the words from “other than one” to the end substitute “which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation,”;

(f)

in paragraph (e)—

(i)

at the beginning insert “would have been”;

(ii)

at the end insert “were the United Kingdom a member State”; and

(g)

at the beginning of paragraph (f) insert “was”.

4

In section 392 (alteration of accounting reference date)—

(a)

in subsection (3)(a), in both places it occurs, for “EEA” substitute “UK”; and

(b)

in subsection (6)—

(i)

for “EEA undertaking” substitute “UK undertaking”; and

(ii)

omit “or the law of any other EEA State”.

5

In section 394A (individual accounts: exemption for dormant subsidiaries)f1—

(a)

in subsection(1)(c), for “an EEA State” substitute “any part of the United Kingdom”; and

(b)

for subsection (2)(c)(i), substitute—

“(i)

if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”.

6

In section 394C(2) (dormant subsidiaries exemption: parent undertaking declaration of guarantee)f1—

(a)

for paragraph (b), substitute—

“(b)

the registered number of the parent undertaking (if any),”; and

(b)

omit paragraph (c).

7

In section 395(4) (individual accounts: applicable accounting framework)f1—

(a)

in paragraph (b), for “regulated market in an EEA State” substitute “UK regulated market”; and

(b)

in paragraph (c), for “regulated market in an EEA State” substitute “UK regulated market”.

8

In section 399 (duty to prepare group accounts)f1—

(a)

in subsection (2B)—

(i)

in paragraph (a), for “an EEA State” substitute “any part of the United Kingdom”;

(ii)

in paragraph (b), for the words from “Directive 2013/34/EU” to the end substitute “the requirements of this Part of this Act, and”; and

(iii)

for paragraph (c) substitute—

“(c)

it—

(i)

is an undertaking whose transferable securities are admitted to trading on a UK regulated market,

(ii)

is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, or

(iii)

would be an insurance undertaking within the meaning given by Article 2(1) of Council Directive 91/674/EEC of the European Parliament and of the Council on the annual accounts of insurance undertakingsf2 were the United Kingdom a member State.”; and

(b)

in subsection (3)—

(i)

in the descriptive text in brackets after “section 400”, for “EEA” substitute “UK”; and

(ii)

in the descriptive text in brackets after “section 401”, for “non-EEA” substitute “non-UK”.

9

In section 400 (exemption for company included in EEA accounts of a larger group)f1—

(a)

in the heading, for “EEA” substitute “UK”;

(b)

in subsection (1), for “an EEA State” substitute “any part of the United Kingdom”; and

(c)

in subsection (2)—

(i)

in paragraph (a), for “an EEA State” substitute “any part of the United Kingdom”;

(ii)

in the opening words of paragraph (b), omit “, according to that law”;

(iii)

for paragraph (b)(i) substitute—

“(i)

if the undertaking is a company, in accordance with the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”; and

(iv)

in paragraph (d)(i), omit “(whether in or outside the United Kingdom)”.

10

In section 401 (exemption for company included in non-EEA accounts of larger group)f1—

(a)

in the heading, for “non-EEA” substitute “non-UK”;

(b)

in subsection (1), for “an EEA State” substitute “any part of the United Kingdom”; and

(c)

in subsection (2)(b)—

(i)

omit sub-paragraph (i); and

(ii)

in sub-paragraph (ii), for “so drawn up” substitute “drawn up in accordance with the requirements of this Part of this Act”.

11

In section 403(5) (group accounts: relevant change of circumstances in relation to applicable accounting framework)f1—

(a)

in paragraph (b), for “regulated market in an EEA State” substitute “UK regulated market”; and

(b)

in paragraph (c), for “regulated market in an EEA State” substitute “UK regulated market”.

12

In section 414CA (non-financial information statement)f1—

(a)

in subsection (7), omit paragraph (b) and the “or” preceding it; and

(b)

omit subsection (9).

13

In section 448A (dormant subsidiaries exempt from obligation to file accounts)f1—

(a)

in subsection (1)(c), for “an EEA State” substitute “any part of the United Kingdom”; and

(b)

for subsection (2)(c)(i) substitute—

“(i)

if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”.

14

In section 448C(2) (dormant subsidiaries filing exemption: parent undertaking declaration of guarantee)f1—

(a)

for paragraph (b), substitute—

“(b)

the registered number of the parent undertaking (if any),”; and

(b)

omit paragraph (c).

15

In section 461(4)(h) (permitted disclosure of information obtained under compulsory powers)f1, before “EU obligation” insert “retained”.

16

In section 467(2)(b) (companies excluded from being treated as medium-sized), before “regulated market” insert “UK”.

17

In section 474(1) (minor definitions)f1—

(a)

in the definition of “MiFID investment firm”—

(i)

in the opening words, for “Article 4.1.1 of Directive 2014/65/EU” substitute “Article 2.1A of Regulation (EU) No. 600/2014”; and

(ii)

in paragraph (a), for the words from “to which that Directive” to the end substitute “which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544)f2,”; and

(b)

in the definition of “traded company”, before “regulated market” insert “UK”.

18

In section 1173f1 (minor definitions: general)—

(a)

in subsection (1)—

(i)

after the definition of “the data protection legislation” insert—

  • ““EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(ii)

for the definition of “regulated market” substitute—

  • ““regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(iii)

after the definition of “transferable securities” insert—

  • ““UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(b)

omit subsection (2).

19

In Schedule 8 (index of defined expressions), at the appropriate places insert—

“

EU regulated marketsection 1173(1)

”

“

UK regulated marketsection 1173(1)

”

20Amendment to the Building Societies Act 1986

In the Building Societies Act 1986f1—

(a)

in section 72A(4) (duty to prepare individual accounts)f2, before “regulated market” insert “UK”;

(b)

in section 72E(5) (duty to prepare group accounts)f3, before “regulated market” insert “UK”; and

(c)

in section 81B(1) (interpretation of Part 8)f4, for the definition of “regulated market” substitute—

  • ““UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012.”.

21Amendments to the Friendly Societies Act 1992

In the Friendly Societies Act 1992f1—

(a)

in section 69A(4) (duty to prepare individual accounts)f2—

(i)

in paragraph (b), before “regulated market” insert “UK”;

(ii)

in paragraph (c)—

(aa)

before “regulated market” insert “UK”;

(bb)

for the second sentence substitute ““UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012”;

(b)

in section 69E (duty to prepare group accounts)f3—

(i)

in subsection (5)—

(aa)

in paragraph (b), before “regulated market” insert “UK”;

(bb)

in paragraph (c), before “regulated market” insert “UK”;

(cc)

omit the second sentence of paragraph (c);

(ii)

after subsection (8) insert—

“(9)

In this subsection “UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012.”.

1The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008

In the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008f1, in paragraph 3 of Schedule 5 (matters to be dealt with in directors’ report)—

(a)

in sub-paragraph (1), for “non-EU” substitute “non-UK”;

(b)

in sub-paragraph (4)—

(i)

for “non-EU” substitute “non-UK”;

(ii)

for “member States” substitute “United Kingdom”.

2The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008f1 are amended in accordance with paragraphs 3 to 5.

3The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

Omit regulation 14(3) (review).

4The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

In Schedule 3 (insurance companies: Companies Act individual accounts)—

(a)

in paragraph 52(3) (long-term business provision)—

(i)

after “Faculty of Actuaries” insert “with due regard to generally accepted actuarial principles and”;

(ii)

omit the words from “, with due regard” to the end;

(b)

in paragraph 87(1) (particulars of tax)—

(i)

for paragraph (a), substitute—

“(a)

in the country in which its head office is located, and”;

(ii)

omit paragraph (b).

5The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

In Schedule 7 (matters to be dealt with in directors’ report)—

(a)

in paragraph 4 (political donations and expenditure)—

(i)

in sub-paragraph (1), for “non-EU” substitute “non-UK”;

(ii)

in sub-paragraph (4)—

(aa)

for “non EU” substitute “non-UK”;

(bb)

for “member States” substitute “United Kingdom”;

(b)

in paragraph 13(1) (disclosure required by certain publicly-traded companies) before “regulated market” insert “UK”.

6The Partnerships (Accounts) Regulations 2008

The Partnerships (Accounts) Regulations 2008f1 are amended in accordance with paragraphs 7 to 10.

7The Partnerships (Accounts) Regulations 2008

In regulation 2(1) (interpretation), omit the definition of “the Accounting Directive”.

8The Partnerships (Accounts) Regulations 2008

In regulation 5(2) (delivery of accounts of qualifying partnerships to registrar etc.), omit sub-paragraph (b) and the “and” preceding it.

9The Partnerships (Accounts) Regulations 2008

In regulation 6 (publication of accounts of qualifying partnerships at head office)—

(a)

in paragraph (1), at the beginning insert “Subject to regulation 7,”;

(b)

omit paragraph (2).

10The Partnerships (Accounts) Regulations 2008

In regulation 7 (exemption from regulations 4 to 6 where accounts consolidated)—

(a)

in paragraph (1)(a), for “a member State” substitute “any part of the United Kingdom”;

(b)

for paragraph (2)(a), substitute—

“(a)

that the group accounts are prepared and audited, if the undertaking is a company, in accordance with the requirements of the Companies Act 2006, or, if the undertaking is not a company, the legal requirements which apply to the preparation and audit of consolidated accounts for that undertaking, and”.

11The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008f1 are amended in accordance with paragraphs 12 to 22.

12The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 5 (LLPs subject to the small LLPs regime), in the modified version of section 384(2)(b) applied by that regulation (LLPs excluded from the small LLPs regime), for “regulated market in an EEA State” substitute “UK regulated market”.

13The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 5A (LLPs qualifying as micro-entities)f1, in the modified version of section 384B(1) applied by that regulation (LLPs excluded from being treated as micro-entities)—

(a)

in the opening words omit “was”;

(b)

at the beginning of paragraph (a) insert “was”;

(c)

in paragraph (b)—

(i)

at the beginning insert “would have been”;

(ii)

at the end before the comma insert “were the United Kingdom a member State”;

(d)

in paragraph (c)—

(i)

at the beginning insert “would have been”;

(ii)

at the end before the comma insert “were the United Kingdom a member State”;

(e)

in paragraph (d), for the words from “other than one” to the end substitute “which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation,”;

(f)

in paragraph (e)—

(i)

at the beginning insert “would have been”; and

(ii)

at the end insert “were the United Kingdom a member State”.

14The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 7 (an LLP’s financial year), in the modified version of section 392 applied by that regulation (alteration of accounting reference date)—

(a)

in subsection (3)(a), in both places it occurs, for “EEA” substitute “UK”;

(b)

in subsection (6)—

(i)

for “EEA undertaking” substitute “UK undertaking”;

(ii)

omit “or the law of any other EEA State”.

15The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 9 (individual accounts)—

(a)

in the modified version of section 394A applied by that regulation (individual accounts: exemption for dormant subsidiaries)f1—

(i)

in subsection (1)(c), for “an EEA State” substitute “any part of the United Kingdom”;

(ii)

for subsection (2)(c)(i), substitute—

“(i)

if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”;

(b)

in the modified version of section 394C(2) applied by that regulation (dormant subsidiaries exemption: parent undertaking declaration of guarantee)f2—

(i)

for paragraph (b), substitute—

“(b)

the registered number of the parent undertaking (if any),”;

(ii)

omit paragraph (c);

(c)

in the modified version of section 395(3) applied by that regulation (individual accounts: applicable accounting framework)—

(i)

in paragraph (c), for “regulated market in an EEA State” substitute “UK regulated market”;

(ii)

in paragraph (d), for “regulated market in an EEA State” substitute “UK regulated market”.

16The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 10 (group accounts)—

(a)

in the modified version of section 399 applied by that regulation (duty to prepare group accounts)f1—

(i)

in subsection (2B)—

(aa)

in paragraph (a), for “an EEA State” substitute “any part of the United Kingdom”;

(bb)

in paragraph (b), for the words from “Directive 2013/34/EU” to the end substitute “the requirements of this Part of this Act”;

(cc)

for paragraph (c), substitute—

“(c)

it—

(i)

is an undertaking whose transferable securities are admitted to trading on a UK regulated market,

(ii)

is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, or

(iii)

would be an insurance undertaking within the meaning given by Article 2(1) of Council Directive 91/674/EEC of the European Parliament and of the Council on the annual accounts of insurance undertakingsf2 were the United Kingdom a member State.”;

(ii)

in subsection (3)—

(aa)

in the descriptive text in brackets after “section 400” for “EEA” substitute “UK”;

(bb)

in the descriptive text in brackets after “section 401” for “non-EEA” substitute “non-UK”;

(b)

in the modified version of section 400 applied by that regulation (exemption for LLP included in EEA group accounts of larger group)f3—

(i)

in the heading, for “EEA” substitute “UK”;

(ii)

in subsection (1), for “an EEA State” substitute “any part of the United Kingdom”;

(iii)

in subsection (2)—

(aa)

in paragraph (a), for “an EEA State” substitute “any part of the United Kingdom”;

(bb)

in the opening words of paragraph (b), omit “, according to that law”;

(cc)

for paragraph (b)(i) substitute—

“(i)

if the undertaking is a company, in accordance with the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”;

(dd)

in paragraph (d)(i), omit “(whether in or outside the United Kingdom)”;

(c)

in the modified version of section 401 applied by that regulation (exemption for LLP included in non-EEA group accounts of larger group)f4—

(i)

in the heading, for “non-EEA” substitute “non-UK”;

(ii)

in subsection (1), for “an EEA State” substitute “any part of the United Kingdom”;

(iii)

in subsection (2)(b)—

(aa)

omit sub-paragraph (i);

(bb)

in sub-paragraph (ii), for “so drawn up” substitute “drawn up in accordance with the requirements of this Part of this Act”;

(d)

in the modified version of section 403(3) applied by that regulation (group accounts: applicable accounting framework)—

(i)

in paragraph (b), for “regulated market in an EEA State” substitute “UK regulated market”;

(ii)

in paragraph (c), for “regulated market in an EEA State” substitute “UK regulated market”.

17The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 19A (exemption for dormant subsidiary LLPs)f1—

(a)

in the modified version of section 448A applied by that regulation (dormant subsidiary LLPs exempt from obligation to file accounts)—

(i)

in subsection (1)(c), for “an EEA State” substitute “any part of the United Kingdom”;

(ii)

for subsection (2)(c)(i) substitute—

“(i)

if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”;

(b)

in the modified version of section 448C(2) applied by that regulation (dormant subsidiaries exemption: parent undertaking declaration of guarantee)—

(i)

for paragraph (b) substitute—

“(b)

the registered number of the parent undertaking (if any),”;

(ii)

omit paragraph (c).

18The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 24 (disclosure of information), in the modified version of section 461(4)(h) applied by that regulation (permitted disclosure of information obtained under compulsory powers)f1, before “EU obligation” insert “retained”.

19The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 26 (medium-sized LLPs), in the modified version of section 467(2)(b) applied by that regulation (LLPs excluded from being treated as medium-sized), before “regulated market” insert “UK”.

20The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 32 (minor definitions), in the modified version of section 474(1) applied by that regulation (minor definitions)—

(a)

in the definition of “MiFID investment firm”—

(i)

in the opening words, for “Article 4.1.1 of Directive 2014/65/EU” substitute “Article 2.1A of Regulation (EU) No. 600/2014”;

(ii)

in paragraph (a), for the words from “to which that Directive” to the end substitute “which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001f1,”;

(b)

in the definition of “traded company”, for “regulated market” substitute “UK regulated market”.

21The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

In regulation 55 (minor definitions), in the modified version of section 1173 applied by that regulation (minor definitions: general)—

(a)

in subsection (1)—

(i)

omit the definition of “EEA undertaking”;

(ii)

for the definition of “regulated market” substitute—

  • ““regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(iii)

after the definition of “the competent authority” insert—

  • ““EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(iv)

after the definition of “transferable securities” insert—

  • ““UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(b)

omit subsection (2).

22The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008

Omit regulation 59(1A) (review)f1.

23The Overseas Companies Regulations 2009

The Overseas Companies Regulations 2009f1 are amended in accordance with paragraphs 24 to 29.

24The Overseas Companies Regulations 2009

In regulation 31 (application and interpretation of Chapter), omit paragraph (1)(b) and the “or” preceding it.

25The Overseas Companies Regulations 2009

In regulation 32 (duty to file copies of accounting documents disclosed under parent law), omit paragraph (3).

26The Overseas Companies Regulations 2009

In regulation 33(2) (statement of details of parent law and other information)—

(a)

in sub-paragraph (a), omit “, if applicable,”;

(b)

in sub-paragraph (b), at the end insert “and”;

(c)

omit sub-paragraph (c);

(d)

for sub-paragraph (d) substitute—

“(d)

whether those accounts have been audited in accordance with a set of generally accepted auditing standards and, if so, the name of the organisation or other body which issued those standards.”;

(e)

omit sub-paragraph (e).

27The Overseas Companies Regulations 2009

In regulation 44 (application and interpretation of Chapter) omit paragraph (1)(b) and the “or” preceding it.

28The Overseas Companies Regulations 2009

In regulation 47(2) (statement of details of parent law and other information)—

(a)

in sub-paragraph (a), omit “, if applicable,”;

(b)

in sub-paragraph (b), at the end insert “and”;

(c)

omit sub-paragraph (c);

(d)

for sub-paragraph (d) substitute—

“(d)

whether those accounts have been audited in accordance with a set of generally accepted auditing standards, and if so, the name of the organisation or other body which issued those standards.”;

(e)

omit sub-paragraph (e).

29The Overseas Companies Regulations 2009

In regulation 48 (supplementary provisions as to obligation to file copies of accounting documents) omit paragraph (2).

30The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012

The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012f1 is amended in accordance with paragraphs 31 to 33.

31The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012

In article 1(3) (interpretation)—

(a)

omit the definitions of “regulated market” and “the transparency obligations directive”;

(b)

after the definition of “the Conduct Committee” insert—

  • ““DGTR sourcebook” means the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authorityf1 under the Financial Services and Markets Act 2000f2, as it has effect on exit day;”;

(c)

after the definition of “LLPs” insert—

  • ““UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012.”.

32The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012

In article 2 (appointment in relation to issuers)—

(a)

in paragraph (1)—

(i)

in the opening words, before “regulated market” insert “UK”;

(ii)

after “regulated market” insert “a body corporate”;

(iii)

omit paragraphs (a) and (b).

(b)

in paragraph (2)—

(i)

for “provisions implementing Articles 4 and 5 of the transparency obligations directive (annual financial reports and half-yearly financial reports)” substitute “rules 4.1 (annual financial report) and 4.2 (half-yearly financial reports) of the DGTR sourcebook”;

(ii)

for sub-paragraph (a), substitute—

“(a)

rules 4.4.1R, 4.4.2R (exemptions) and TP 19 (exclusions from rules 4.1 and 4.2 for large debt issuers) of the DGTR sourcebook”;

(iii)

in sub-paragraph (b), for “, Prospectus Rules and Disclosure Rules and Transparency Rules” substitute “and Prospectus Rules”.

33The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012

In article 3 (appointment in relation to accounts), for the words from “Articles 4 and 5” to the end substitute “rules 4.1 (annual financial report) and 4.2 (half-yearly financial reports) of the DGTR sourcebook”.

34The Companies (Receipt of Accounts and Reports) Regulations 2013

In regulation 9(4) of the Companies (Receipt of Accounts and Reports) Regulations 2013f1 (supplementary provisions), before “an EEA State”, in each place it occurs, insert “the United Kingdom or”.

35The Reports on Payments to Governments Regulations 2014

The Reports on Payments to Governments Regulations 2014f1 are amended in accordance with paragraphs 36 to 42.

36The Reports on Payments to Governments Regulations 2014

In regulation 2(1) (interpretation)—

(a)

omit the definition of “the Directive”;

(b)

for the definition of “equivalent reporting requirements” substitute—

  • ““equivalent reporting requirements” are reporting requirements in any country or territory outside the United Kingdom that—

    1. (a)

      are equivalent to the reporting requirements in these Regulations, by virtue of regulation 12ZA(1); or

    2. (b)

      are determined by the Secretary of State to be equivalent to the reporting requirements in these Regulations, in accordance with regulation 12ZA;”;

(c)

for the definition of “logging undertaking” substitute—

  • ““logging undertaking” means an undertaking which undertakes in primary forests the activity referred to in the UK Standard Industrial Classification (SIC) by Economic Activity, as set out in Table 1 in the Schedule to these Regulations, issued under section 9 of the Statistics and Registration Services Act 2007f1 as updated from time to time;”;

(d)

for the definition of “mining or quarrying undertaking” substitute—

  • ““mining or quarrying undertaking” means an undertaking which performs any activity involving the exploration, prospection, discovery, development, and extraction of minerals, oil, natural gas deposits or other materials within the activities referred to in the UK Standard Industrial Classification (SIC) by Economic Activity, as set out in Table 2 in the Schedule to these Regulations, issued under section 9 of the Statistics and Registration Services Act 2007 as updated from time to time;”;

(e)

for the definition of “public interest entity” substitute—

  • ““public interest entity” means an undertaking—

    1. (a)

      whose transferable securities are admitted to trading on a UK regulated market;

    2. (b)

      which is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, and a CRR firm within the meaning of Article 4(1)(2A) of that Regulation;

    3. (c)

      which would be an insurance undertaking within the meaning of Article 2(1) of Council Directive 91/674/EEC of 19th December 1991 on the annual accounts of insurance undertakingsf2 were the United Kingdom a member State;”;

(f)

after the definition of “subsidiary undertaking” insert—

  • ““transferable securities” has the meaning given by section 1173 of the Act;

  • “UK regulated market” has the meaning given by section 1173 of the Act;”.

37The Reports on Payments to Governments Regulations 2014

Before regulation 12 insert—

“12ZA.
(1)

Reporting requirements in any country or territory regarding the reporting of payments to governments that have been assessed by the European Commission as being equivalent to the requirements of Chapter 10 of Directive 2013/34/EU of the European Parliament and of the Council of 26th June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakingsf1, and were identified in an implementing act adopted before exit day by the European Commission in accordance with Article 47 of that Directive, are equivalent to the reporting requirements in these Regulations.

(2)

The Secretary of State may determine that the reporting requirements regarding the reporting of payments to governments of a country or territory outside the United Kingdom are equivalent to the reporting requirements in these Regulations.

(3)

The Secretary of State must consider at least the following criteria when making a determination under paragraph (2)—

(a)

target undertakings,

(b)

target recipients of payments,

(c)

payments captured,

(d)

attribution of payments captured,

(e)

breakdown of payments captured,

(f)

triggers for reporting on a consolidated basis,

(g)

reporting medium,

(h)

frequency of reporting, and

(i)

anti-evasion measures.

(4)

The Secretary of State may consider criteria other than those in paragraph (3), but only if they facilitate a direct comparison of reporting requirements of the other country or territory with the reporting requirements of these Regulations.

(5)

The Secretary of State may suspend or withdraw—

(a)

the equivalence granted by virtue of paragraph (1); or

(b)

a determination made under paragraph (2).”

38The Reports on Payments to Governments Regulations 2014

Omit regulation 7 (exemption for subsidiaries or parent undertakings included in consolidated reports).

39The Reports on Payments to Governments Regulations 2014

In regulation 10(1) (exemption from duty to prepare a consolidated report), omit sub-paragraph (c).

40The Reports on Payments to Governments Regulations 2014

In regulation 17(7) (enforcement of undertaking’s delivery obligations)—

(a)

omit sub-paragraph (e);

(b)

omit sub-paragraph (h).

41The Reports on Payments to Governments Regulations 2014

In regulation 21 (review of Regulations), omit paragraph (2).

42The Reports on Payments to Governments Regulations 2014

In the Schedule—

(a)

omit the words “Annex 1 to Regulation (EC) No 1893/2006” preceding Table 1;

(b)

in each place it occurs, for “International Standard Industrial Classification Revision 4” substitute “UK Standard Industrial Classification of Economic Activities”.

Explanatory note

(This note is not part of the Regulations)

These Regulations (with the exception of Schedule 1) are made in exercise of the powers conferred by section 8(1) of the European Union (Withdrawal) Act 2018 (c. 16) in order to address failures of retained EU law to operate effectively and other deficiencies (in particular arising under paragraphs (d), (f) and (g) of section 8(2) of the Act) arising from the withdrawal of the United Kingdom from the European Union.

These Regulations make amendments to legislation in the field of accounts and reports required of certain types of business undertakings, namely companies, building societies, friendly societies, certain types of partnerships, limited liability partnerships and overseas companies (an overseas company is defined in section 1044 of the Companies Act 2006 (c. 46) as a company incorporated outside the United Kingdom).

Schedule 1 makes some minor and technical amendments under section 2(2) of the European Communities Act 1972 (c. 68), updating some cross-references to EU law before exit day.

Schedule 2 amends primary legislation, namely the Companies Act 2006, the Friendly Societies Act 1992 (c. 40) and the Building Societies Act 1986 (c. 53).

Schedule 3 amends secondary legislation, concerning the production of accounts and reports (including reports on payments to governments) for those business undertakings within scope of the Regulations.

These Regulations refer to a sourcebook made by the Financial Conduct Authority under the Financial Services and Markets Act 2000. Sourcebooks made by the Financial Conduct Authority are available on https://www.handbook.fca.org.uk/handbook and copies of the rules referred to can be obtained from the Financial Conduct Authority, 12 Endeavour Square, London E20 1JN, where they are also available for inspection.

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.