European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019
Statutory Instruments
Source: Statutory Instruments

num: 1
paragraphs: (1) These Regulations may be cited as the European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019.
(2) Subject to Regulation 2, these Regulations shall come into operation on 1 January 2020.
(3) Save where otherwise provided, these Regulations shall apply -
(a) in so far as they relate to a qualifying partnership, to the qualifying partnership’s financial years commencing on or after 1 January 2020, and
(b) in so far as they relate to an auditor of a qualifying partnership, to an auditor appointed in respect of financial years commencing on or after 1 January 2020.
(4) These Regulations shall be read as one with the Principal Act.
num: 2
paragraphs: (1) Subject to paragraph (2), the Regulations of 1993 are revoked.
(2) The Regulations of 1993, to the extent that they are in force immediately before 1 January 2020, and in so far as they related to a qualifying partnership’s financial years commencing before that date, shall continue to apply to qualifying partnerships in respect of those financial years.
num: 3
paragraphs: (1) In these Regulations -
“debenture”, in relation to a qualifying partnership, includes debenture stock, bonds and any other securities of the partnership whether constituting a charge on the assets of the partnership or not;
“designated ULC” means an unlimited company that is a designated ULC in accordance with section 1274 of the Principal Act;
“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 any agreement governing the operation of the qualifying partnership or, where any agreement governing the operation of the qualifying partnership does not contain such a requirement, each period of 12 months beginning on 1 January of a given year;
“general partner” has the same meaning as it has in the Limited Partnerships Act 1907 (7 Edw. 7) c. 24;
“limited partnership” means a partnership registered in accordance with the Limited Partnerships Act 1907 ;
“partnership” has the same meaning as it has in the Partnership Act 1890 (53 & 54 Vict.) c. 39;
“Principal Act” means the Companies Act 2014 (No. 38 of 2014);
“qualifying partnership” has the meaning assigned to it by Regulation 5;
“regulated market” has the same meaning as it has in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)2 ;
“Regulations of 1993” means the European Communities (Accounts) Regulations 1993 ( S.I. No. 396 of 1993 );
“Regulations of 2017” means the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (S.I. No. 360 of 2017).
(2) A word or expression which is used in these Regulations and is also used in -
(a) the Principal Act, or
(b) 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 undertakings amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC1
num: 4
paragraphs: The Principal Act is amended -
(a) in section 9(3), by the substitution of “the European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019” for “the European Communities (Accounts) Regulations 1993 ( S.I. No. 396 of 1993 ), as amended,”,
(b) in section 900(1) -
(i) by the deletion of the definition of “1993 Accounts Regulations”, and
(ii) by the insertion of the following definition:
“ ‘2019 Qualifying Partnerships Regulations’ means the European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019;”,
and
(c) in section 904(1)(c), by the substitution of “the 2019 Qualifying Partnerships Regulations” for “the 1993 Accounts Regulations”.
num: 5
paragraphs: (1) In these Regulations, “qualifying partnership” means -
(a) a partnership, all of the members of which are -
(i) limited companies,
(ii) designated ULCs,
(iii) partnerships other than limited partnerships, all of the members of which are limited companies or designated ULCs,
(iv) limited partnerships, all of the general partners of which are limited companies or designated ULCs, or
(v) partnerships, including limited partnerships, the direct or indirect members of which include any combination of undertakings referred to in clauses (i) to (iv), such that the ultimate beneficial owners of the partnership enjoy the protection of limited liability,
(b) a limited partnership, all of the general partners of which are -
(i) limited companies,
(ii) designated ULCs,
(iii) partnerships other than limited partnerships, all of the members of which are limited companies or designated ULCs,
(iv) limited partnerships, all of the general partners of which are limited companies or designated ULCs, or
(v) partnerships, including limited partnerships, the direct or indirect members of which include any combination of undertakings referred to in clauses (i) to (iv), such that the ultimate beneficial owners of the partnership enjoy the protection of limited liability.
(2) References in paragraph (1) to a limited company, a designated ULC, a partnership or a limited partnership include references to any undertaking, whether governed by the law of the State or of another country or territory, that is comparable to such a limited company, designated ULC, partnership or limited partnership.
(3) Without prejudice to the generality of paragraph (2), for the purpose of this Regulation -
(a) an undertaking that is not governed by the law of the State shall be considered to be comparable to a limited partnership if -
(i) it is a partnership, or an undertaking comparable to a partnership,
(ii) it has at least one member with limited liability, and
(iii) it has at least one member without limited liability,
(b) in relation to an undertaking that is not governed by the law of the State and that is comparable to a limited partnership for the purpose of this Regulation, the reference in clauses (1)(a)(iv) and (1)(b)(iv) to general partners shall be construed as a reference to the members of the undertaking without limited liability.
(c) an undertaking -
(i) that is not governed by the law of the State, and
(ii) all of the members of which have limited liability,
shall be considered to be comparable to a limited company.
(4) These Regulations shall apply notwithstanding any change in the -
(a) partners,
(b) members, or
(c) direct or indirect members,
(5) In this Regulation, in relation to a partnership or any other undertaking, the “ultimate beneficial owner” means the natural person or persons who ultimately own or control, directly or indirectly, the partnership or undertaking.
(6) For the purpose of this Regulation, in assessing whether an undertaking is comparable to a limited company, designated ULC, partnership or limited partnership, regard shall be had to whether the liability of persons holding shares (within the meaning of section 275(3) of the Principal Act) in the undertaking is limited.
num: 6
paragraphs: (1) In these Regulations, a reference to the members of a qualifying partnership shall be construed in accordance with this Regulation.
(2) (a) In relation to a qualifying partnership that -
(i) is not a limited partnership, and
(ii) has at least one member that is a partnership other than a limited partnership,
the members of that qualifying partnership include any limited companies or designated ULCs that are members of the partnership or partnerships referred to in clause (ii).
(b) In relation to a qualifying partnership that -
(i) is not a limited partnership, and
(ii) has at least one member that is a limited partnership,
the members of that qualifying partnership include any limited companies or designated ULCs that are general partners in the limited partnership or limited partnerships referred to in clause (ii).
(3) (a) Where a qualifying partnership -
(i) is a limited partnership, and
(ii) has at least one member that is a partnership other than a limited partnership,
the members of that qualifying partnership include any limited companies or designated ULCs that are members of the partnership or partnerships referred to in clause (ii).
(b) Where a qualifying partnership -
(i) is a limited partnership, and
(ii) has at least one member that is a limited partnership,
the members of the qualifying partnership include any limited companies or designated ULCs that are general partners in the limited partnership or limited partnerships referred to in clause (ii).
(4) (a) In this Regulation, other than a reference to a qualifying partnership, a reference to -
(i) a partnership other than a limited partnership, or
(ii) a limited partnership,
includes a reference to any comparable undertaking whether governed by the laws of the State or of another country or territory.
(b) In this Regulation, a reference to -
(i) a limited company, or
(ii) a designated ULC
includes a reference to any comparable undertaking whether governed by the laws of the State or of another country or territory.
(5) For the purpose of this Regulation, in assessing whether an undertaking is comparable to a limited company, designated ULC, partnership or limited partnership, regard shall be had to whether the liability of persons holding shares (within the meaning of section 275(3) of the Principal Act) in the undertaking is limited.
(6) In these Regulations, unless otherwise specified, a reference to the members of a qualifying partnership that is a limited partnership shall be construed as a reference to its general partner or general partners, as the case may be.
num: 7
paragraphs: Subject to these Regulations, Part 6 of the Principal Act shall apply to a qualifying partnership as if it were a company formed and registered under the Principal Act subject to any modifications necessary to take account of the fact that the qualifying partnership is unincorporated.
num: 8
paragraphs: (1) A reference in Part 6 of the Principal Act to the directors or to the secretary of a company shall, in relation to a qualifying partnership, be construed as a reference to the members of the qualifying partnership and -
(a) any duties, obligations or discretion imposed on, or granted to, such directors or secretary under the Principal Act shall be deemed to be imposed on, or granted to, such members, and
(b) any duties, obligations or discretion jointly imposed on or jointly granted to both a director and the secretary of a company together under the Principal Act shall be construed as being imposed on or granted to -
(i) where a qualifying partnership is not a limited partnership, 2 members of the qualifying partnership, and
(ii) where the qualifying partnership is a limited partnership -
(I) if there is only one general partner, that partner, or
(II) if there is more than one general partner, 2 of their number.
(2) A reference in Part 6 of the Principal Act to the officers of a company shall, in relation to a qualifying partnership, be construed as a reference to the members of the qualifying partnership, and any duties, obligations or discretion imposed on, or granted to, such officers under the Principal Act shall be deemed to be imposed on, or granted to, such members.
(3) Save where otherwise provided, a reference in Part 6 of the Principal Act to a directors’ report shall, in relation to a qualifying partnership, be construed as a reference to the partners’ report prepared under Regulation 18.
(4) A reference in Part 6 of the Principal Act to the date of a company’s incorporation shall, in relation to a qualifying partnership, be construed as a reference to the date on which the qualifying partnership was formed.
(5) A reference in Part 6 of the Principal Act to an action that is to be or may be carried out at a general meeting of a company shall, in relation to a qualifying partnership, be construed as a reference to an action that is to be or may be carried out at a meeting of the partners, or as otherwise determined in accordance with the requirements of any agreement governing the operation of the partnership.