Companies Act 2006 (c. 46)

Part 42 U.K. Statutory Auditors

Modifications etc. (not altering text)

C1 Pt. 42 applied (with modifications) (4.4.2014 for specified purposes, 16.12.2014 in so far as not already in force) by Local Audit and Accountability Act 2014 (c. 2), s. 49(1), Sch. 5 paras. 1-27 (with Sch. 13 para. 11); S.I. 2014/900, art. 2(j); S.I. 2014/3319, art. 2(e) (as amended: (31.12.2020) by S.I. 2019/177, regs. 2, 57; 2020 c. 1, Sch. 5 para. 1(1) and S.I. 2019/504, regs. 1(2), 3-6; 2020 c. 1, Sch. 5 para. 1(1); and (1.7.2022) by 2022 c. 31, s. 186(6), Sch. 4 para. 216, Sch. 7 para. 28; S.I. 2022/734, reg. 2(a), Sch. (with regs. 13, 29, 30); and (1.1.2024) by The Retained EU Law (Revocation and Reform) Act 2023 (Consequential Amendment) Regulations 2023 (S.I. 2023/1424), reg. 1(2), Sch. para. 82)

C2 Pt. 42 modified (6.4.2008) by The Statutory Auditors and Third Country Auditors Regulations 2007 (S.I. 2007/3494), reg. 43

C3 Pt. 42: functions transferred in part (6.4.2008 in accordance with art. 1 of the amending S.I.) by The Statutory Auditors (Delegation of Functions etc) Order 2008 (S.I. 2008/496), art. 4 (which amending S.I. was revoked (2.7.2012) by S.I. 2012/1741, art. 6)

C4 Pt. 42 applied (with modifications) (15.8.2008) by The Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2008 (S.I. 2008/1950), reg. 6(5)

C5 Pt. 42: functions transferred in part (2.7.2012) by The Statutory Auditors (Amendment of Companies Act 2006 and Delegation of Functions etc) Order 2012 (S.I. 2012/1741), arts. 1(2), 7, 8, 9 (with art. 16)

Chapter 6 U.K. Supplementary and general

Interpretation U.K.

1261 Minor definitions U.K.

(1) In this Part, unless a contrary intention appears—

• “address” means—

  (a)

  in relation to an individual, his usual residential or business address;

  (b)

  in relation to a firm, its registered or principal office in the United Kingdom;

• F1 ...

• [F2 “the Audit Regulation ” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities; ]

• F3 ...

• [F2 “audit working papers and investigation reports” means—

  (a)

  any documents which are or have been held by a statutory auditor F4 ... or a third country auditor and which are related to the conduct of an audit conducted by that auditor;

  (b)

  any report of an inspection of the conduct of an audit by a statutory auditor F4 ... or a third country auditor, or

  (c)

  any report of an investigation into the conduct of a statutory auditor F4 ... or a third country auditor, ]

• “company” means any company or other body the accounts of which must be audited in accordance with Part 16;

• [F2 “the competent authority” means the Financial Reporting Council Limited]

• [F5 “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);]

• “director”, in relation to a body corporate, includes any person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of the body are accustomed to act;

• F6 ...

• F6 ...

• “firm” means any entity, whether or not a legal person, which is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;

• “group”, in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company;

• “holding company” and “subsidiary” are to be read in accordance with section 1159 and Schedule 6;

• “officer”, in relation to a body corporate, includes a director, a manager, a secretary or, where the affairs of the body are managed by its members, a member;

• “parent undertaking” and “subsidiary undertaking” are to be read in accordance with section 1162 and Schedule 7.

• [F7 “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;]

• [F8 “third country” means a country or territory [F9 other than the United Kingdom];]

• [F10 “ third country auditor ” means a person, other than F11 ... a person eligible for appointment as a statutory auditor, who is eligible to conduct audits of the accounts of bodies corporate incorporated or formed under the law of a third country in accordance with the law of that country; ]

• [F12 “third country competent authority” means a body established in a third country exercising functions related to the regulation or oversight of auditors; ]

• [F13 “transfer”, in relation to audit working papers [F14 and investigation reports], includes physical and electronic transfer and allowing access to such papers; ]

• [F15 “transferable securities” has the meaning given in Article 2(1)(24) 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;]

• [F15 “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;]

(2) For the purposes of this Part a body is to be regarded as “established in the United Kingdom” if and only if—

(a) it is incorporated or formed under the law of the United Kingdom or a part of the United Kingdom, or

(b) its central management and control are exercised in the United Kingdom;

and any reference to a qualification “obtained in the United Kingdom” is to a qualification obtained from such a body.

F16 (2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) The Secretary of State may by regulations make such modifications of this Part as appear to him to be necessary or appropriate for the purposes of its application in relation to any firm, or description of firm, which is not a body corporate or a partnership.

(4) Regulations under subsection (3) are subject to negative resolution procedure.

Textual Amendments

F1 Words in s. 1261(1) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(i); 2020 c. 1, Sch. 5 para. 1(1)

F2 Words in s. 1261(1) inserted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 51(2)(a) (with reg. 1(2)(c)(i))

F3 Words in s. 1261(1) omitted (17.6.2016) by virtue of The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 51(2)(c) (with reg. 1(2)(c)(ii))

F4 Words in s. 1261(1) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F5 Words in s. 1261(1) inserted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 127 (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F6 Words in s. 1261(1) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(iii); 2020 c. 1, Sch. 5 para. 1(1)

F7 Words in s. 1261(1) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(iv); 2020 c. 1, Sch. 5 para. 1(1)

F8 S. 1261(1): definition inserted (6.4.2008) by The Statutory Auditors and Third Country Auditors Regulations 2007 (S.I. 2007/3494), reg. 2(2)

F9 Words in s. 1261(1) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(v); 2020 c. 1, Sch. 5 para. 1(1)

F10 S. 1261(1): definition inserted (6.4.2008) by The Statutory Auditors and Third Country Auditors Regulations 2007 (S.I. 2007/3494), reg. 2(2)

F11 Words in s. 1261(1) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(vi); 2020 c. 1, Sch. 5 para. 1(1)

F12 S. 1261(1): definition inserted (6.4.2008) by The Statutory Auditors and Third Country Auditors Regulations 2007 (S.I. 2007/3494), reg. 2(2)

F13 S. 1261(1): definition of "transfer" inserted (15.11.2010) by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 (S.I. 2010/2537), regs. 1(2), 6(4)

F14 Words in s. 1261(1) inserted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 51(2)(e) (with reg. 1(2)(c)(ii))

F15 Words in s. 1261(1) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(a)(vii); 2020 c. 1, Sch. 5 para. 1(1)

F16 S. 1261(2A) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 25(b); 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I1 S. 1261 wholly in force at 6.4.2008; s. 1261 not in force at Royal Assent, see s. 1300; s. 1261 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1261 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(u) (with savings in arts. 7, 12, Sch. 4 paras. 37-42)