The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 No. 177

PART 2 U.K. Amendment of primary legislation

CHAPTER 1 U.K. Part 16 of the Companies Act 2006

Amendment of Part 16 of the Companies Act 2006 U.K.

3.  Part 16 of the Companies Act 2006 (audit) is amended in accordance with regulations 4 to 9.

Commencement Information

I1 Reg. 3 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

[F1 4.   In section 479A (subsidiary companies: conditions for exemption from audit) —

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

(b) in subsection (2)(c), for sub-paragraph (i) substitute—

“(i) if the undertaking is a company, the requirements of Part 15 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”.]

Textual Amendments

F1 Regs. 4, 4A substituted for reg. 4 (31.12.2020 immediately before IP completion day) by The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/1392), regs. 1(2), 4; 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I2 Reg. 4 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

[F1 4A.   In section 479C(2) (subsidiary companies audit exemption: parent undertaking declaration of guarantee) —

(a) for paragraph (b) substitute—

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

(b) omit paragraph (c).]

Textual Amendments

F1 Regs. 4, 4A substituted for reg. 4 (31.12.2020 immediately before IP completion day) by The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/1392), regs. 1(2), 4; 2020 c. 1, Sch. 5 para. 1(1)

5.  In section 494ZA (the maximum engagement period) M1 —

(a) in subsection (5)(a)(ii), omit “and” at the end;

(b) for subsection (5)(a)(iii) substitute—

“(iii) if the company is a private company and does not have an audit committee, a selection procedure that complies with the requirements of section 485B(4),

(iv) if the company is a public company and does not have an audit committee, a selection procedure that complies with the requirements of section 489B(4),”;

(c) in subsection (5)(b) after “Audit Regulation” insert “ as it had effect immediately before [F2 IP completion day]”.

Textual Amendments

F2 Words in reg. 5(c) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(a)

Commencement Information

I3 Reg. 5 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M1 Section 494ZA was inserted by regulation 12(14) of S.I. 2017/516. Subsection (5) was amended by paragraph 20 of Schedule 1 to S.I. 2017/1164.

6.  In section 494A (interpretation) M2 —

(a) for the definition of “audit committee” substitute—

““audit committee” means a body which performs—

(a) the functions referred to in—

(i) rule 7.1.3 of the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority M3 (audit committees and their functions) under the Financial Services and Markets Act 2000 M4 , or

(ii) rule 2.4 of the Audit Committee Part of the Rulebook made by the Prudential Regulation Authority M5 (audit committee) under that Act,

as they have effect on [F3 IP completion day], or

(b) equivalent functions.”;

(b) omit the definition of “Audit Directive”;

(c) in the definition of “public interest entity”M6 —

(i) in paragraph (a), for “regulated market” substitute “ UK regulated market ”;

(ii) in paragraph (b), for “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 firms” substitute “ which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation ”;

(iii) for paragraph (c), substitute—

“(c) a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings M7 as that Article had effect immediately before [F4 IP completion day], were the United Kingdom a member State;”;

(d) omit the definitions of “regulated market” and “transferable securities”M8 .

Textual Amendments

F3 Words in reg. 6(a) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(b)(i)

F4 Words in reg. 6(c)(iii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(b)(ii)

Commencement Information

I4 Reg. 6 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M2 Section 494A was inserted by paragraph 12 of Schedule 3 to S.I. 2016/649.

M3 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 it is also available for inspection.

M4 2000 c. 8. Part 9A was inserted by section 24(1) of the Financial Services Act 2012 (c. 21).

M5 The Rulebook is available on http://www.prarulebook.co.uk and copies of the rules referred to can be obtained from the Prudential Regulation Authority, 20 Moorgate, London EC2R 6DA, where it is also available for inspection.

M6 The expression of “public interest company” in this definition was amended to “public interest entity” by regulation 12(15) of S.I. 2017/516.

M7 OJ No. L 374 31.12.91, p. 7.

M8 The definition of “transferable securities” was amended by paragraph 9(3) of Schedule 4 to S.I. 2017/701.

7.  In section 504(1) (senior statutory auditor)—

(a) omit paragraph (a) and the “or” after it;

(b) in paragraph (b), omit “if there is no applicable standard so issued,”.

Commencement Information

I5 Reg. 7 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

8.  In section 519A (meaning of “public interest company”, “non-public interest company” and “exempt reasons”) M9 —

(a) in subsection (1), in the definition of “public interest company”M10 —

(i) in paragraph (a), for “regulated market” substitute “ UK regulated market ”;

(ii) in paragraph (b), for “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 firms” substitute “ which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation ”;

(iii) for paragraph (c), substitute—

“(c) a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before [F5 IP completion day], were the United Kingdom a member State;”;

(b) in subsection (2), omit the definitions of “regulated market”M11 and “transferable securities”M12 .

Textual Amendments

F5 Words in reg. 8(a)(iii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(c)

Commencement Information

I6 Reg. 8 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M9 Section 519A was inserted by section 18(3) of the Deregulation Act 2015 (c. 20).

M10 The definition of “public interest company” was substituted by paragraph 26(2) of Schedule 3 to S.I. 2016/649.

M11 The definition of “regulated market” was substituted by paragraph 26(2) of Schedule 3 to S.I. 2016/649.

M12 The definition of “transferable securities” was substituted by paragraph 26(2) of Schedule 3 to S.I. 2016/649, and amended by paragraph 9(4) of Schedule 4 to S.I. 2017/701.

9.  In section 539 (minor definitions), in the definition of “MiFID investment firm”M13 —

(a) for “Article 4.1.1 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments,” substitute “ Article 2(1A) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012 M14 ”;

(b) in paragraph (a), for “to which that Directive does not apply by virtue of Article 2 of that Directive” 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) M15 ”.

Commencement Information

I7 Reg. 9 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M13 The definition of “MiFID investment firm” was inserted by regulation 3(7)(b) of S.I. 2007/2932, and amended by paragraphs 9(5)(a), (b) and (c) of Schedule 4 to S.I. 2017/701 and regulation 3 of S.I. 2018/786.

M14 OJ No. L 173 12.06.2014, p. 84.

M15 S.I. 2001/544.

CHAPTER 2 U.K. Part 42 of the Companies Act 2006

Amendment of Part 42 of the Companies Act 2006 U.K.

10.  Part 42 of the Companies Act 2006 (statutory auditors) is amended in accordance with regulations 11 to 26.

Commencement Information

I8 Reg. 10 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

11.  In section 1210 (meaning of “statutory auditor” etc)—

(a) in subsection (1)(c)(ii) M16 , for “regulated market” substitute “ UK regulated market ”;

(b) in subsection (3)—

(i) omit the definition of “bank”M17 ;

(ii) for the definition of “insurer” substitute—

““insurer” means a person who would be an insurance undertaking, as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before [F6 IP completion day], were the United Kingdom a member State;”;

(iii) omit the definition of “regulated market”M18 .

Textual Amendments

F6 Words in reg. 11(b)(ii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(d)

Commencement Information

I9 Reg. 11 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M16 Section 1210(1)(c) was substituted by regulation 13(2)(a) of S.I. 2017/516.

M17 The definition of “bank” was amended by paragraph 42(3) of Schedule 2 to S.I. 2013/3115 and article 3(1) and Part 1 of the Schedule to S.I. 2012/1809.

M18 The definition of “regulated market” was inserted by regulation 13(2)(b) of S.I. 2017/516.

12.  In section 1223A (notification of matters relevant to other EEA States) M19 —

(a) in the heading, for “other EEA States” substitute “ approved third country competent authorities ”;

(b) in subsection (2)—

(i) in paragraph (a), for “any other EEA State or part of an EEA State, implementing the Audit Directive” substitute “ an equivalent third country or transitional third country ”;

(ii) in paragraph (b), for “EEA State other than the United Kingdom” substitute “ equivalent third country or transitional third country ”;

(c) in subsection (3)—

(i) in paragraph (a), for “an EEA auditor” substitute “ a third country auditor that has been approved by an approved third country competent authority ”;

(ii) in paragraph (b), for “EEA” substitute “ approved third country ”.

Commencement Information

I10 Reg. 12 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M19 Section 1223A was inserted by regulation 7(1) of S.I. 2007/3494.

13.  In section 1224A (restrictions on disclosure) M20 , omit subsection (5).

Commencement Information

I11 Reg. 13 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M20 Section 1224A was inserted by regulation 8(1) of S.I. 2007/3494.

14.  After section 1240 (information to be made available to public), insert—

“CHAPTER 4A U.K. Equivalent Third Countries and Transitional Third Countries

1240A.    Power to approve third countries as equivalent or transitional third countries

(1) The Secretary of State may by regulations grant to a third country, or make provision for the grant to a third country of—

(a) approval as an equivalent third country,

(b) provisional approval, for a period of up to seven years, as an equivalent third country, or

(c) transitional approval, for a period of up to seven years, as a transitional third country,

in relation to the comparability of the third country's audit regulatory regime to the audit regulatory regime of the United Kingdom.

(2) Regulations under subsection (1) may (among other things)—

(a) specify the procedure for assessing the audit regulatory regime of a third country;

(b) set out the considerations which must be taken into account, or may be taken into account, by the Secretary of State when determining—

(i) whether the third country has an audit regulatory regime comparable to that of the United Kingdom,

(ii) whether to grant approval, provisional approval or transitional approval, and

(iii) the period for which provisional approval or transitional approval should be granted;

(c) specify the procedure for the granting of approval, provisional approval or transitional approval;

(d) set out a list of third countries that have been granted approval, provisional approval or transitional approval;

(e) make provision for the amendment, suspension or withdrawal of approval, provisional approval or transitional approval.

(3) In this section, “audit regulatory regime” in relation to a country or territory, means the system of public oversight, quality assurance, investigations and sanctions for auditors in that country or territory.

(4) Regulations under this section are subject to negative resolution procedure.

CHAPTER 4B U.K. Approved Third Country Competent Authorities

1240B.    Power to approve third country competent authorities

(1) The Secretary of State may by regulations grant to a third country competent authority, or make provision for the grant to a third country competent authority of—

(a) approval as an approved third country competent authority, or

(b) provisional approval, for a period of up to seven years, as an approved third country competent authority,

in relation to the exchange of audit working papers and investigation reports.

(2) Regulations under subsection (1) may (among other things)—

(a) specify the procedure for assessing the adequacy of the third country competent authority, in relation to the authority's ability to co-operate with the competent authority on the exchange of audit working papers and investigation reports;

(b) set out the considerations which must be taken into account, or may be taken into account, by the Secretary of State when determining—

(i) whether to grant approval or provisional approval, and

(ii) in relation to the granting of provisional approval, the period of the approval;

(c) specify the procedure for the granting of an approval or a provisional approval;

(d) set out a list of third country competent authorities that have been granted an approval or a provisional approval;

(e) make provision for the amendment, suspension or withdrawal of an approval or a provisional approval.

(3) Regulations under this section are subject to negative resolution procedure.”.

Commencement Information

I12 Reg. 14 in force at 13.11.2019, see reg. 2 (as amended by S.I. 2019/1392, regs. 1(2), 3)

15.  In section 1241 (meaning of “ registered third country auditor” and “UK-traded non-EEA company”)—

(a) in the heading M21 , for “UK-traded non-EEA company” substitute “ UK-traded third country company ”;

(b) in subsection (2) M22 —

(i) for “UK-traded non-EEA company” substitute “ UK-traded third country company ”;

(ii) in paragraph (b), for “regulated market” substitute “ UK regulated market ” and omit “situated or operating in the United Kingdom”;

(c) omit subsection (3) M23 .

Commencement Information

I13 Reg. 15 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M21 The heading for section 1241 was substituted by regulation 31(2) of S.I. 2007/3494.

M22 Section 1241(2) was amended by regulation 31(4) of S.I. 2007/3494.

M23 Subsection (3) was amended by paragraph 9(8)(a) and (b) of Schedule 4 to S.I. 2017/701.

16.  In section 1242 (duties of registered third country auditors)—

(a) in subsection (1) M24 , for “UK-traded non-EEA company” substitute “ UK-traded third country company ”;

(b) in subsection (2)(a) M25 , for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”.

[F7 (c) in subsection (4)(b)—

(i) for “UK-traded non-EEA company” substitute “ UK-traded third country company ”;

(ii) for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”;

(d) in subsection (4)(c)—

(i) for “UK-traded non-EEA company” substitute “ UK-traded third country company ”;

(ii) for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”.]

Textual Amendments

F7 Reg. 16(c)(d) inserted (31.12.2020 immediately before IP completion day) by The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/1392), regs. 1(2), 5; 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I14 Reg. 16 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M24 Section 1242(1) was amended by regulation 32(2)(a) and (b) of S.I. 2007/3494 and regulation 14 of S.I. 2013/1672.

M25 Section 1242(2)9a) was amended by regulation 32(3) of S.I. 2007/3494.

17.  In section 1253A (requests to foreign competent authorities) M26 , omit “an EEA competent authority or”.

Commencement Information

I15 Reg. 17 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M26 Section 1253A was inserted by regulation 14(1) of S.I. 2007/3494.

18.  In section 1253B (request from EEA competent authorities) M27 —

(a) in the heading, for “EEA competent authorities” substitute “ approved third country competent authorities ”;

(b) in subsection (1) M28 —

(i) for “EEA competent authority” substitute “ approved third country competent authority ”;

(ii) omit the words from “or a European supervisory authority (“the requesting authority”),” to the end;

(c) after subsection (1), insert—

“(1A) Where the request includes a request for the transfer of audit working papers and investigation reports, the Secretary of State must act in accordance with section 1253D.”;

(d) omit subsection (4) M29 .

Commencement Information

I16 Reg. 18 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M27 Section 1253B was inserted by regulation 14(1) of S.I. 2007/3494.

M28 Subsection (1) was substituted by paragraph 41(2) of Schedule 3 to S.I. 2016/649.

M29 Subsection (4) was substituted by paragraph 41(4) of Schedule 3 to S.I. 2016/649.

19.  In section 1253C (notification to competent authorities of other EEA States) M30 —

(a) in the heading, after “to” insert “ approved third country ” and omit “of other EEA States”;

(b) in subsection (1) M31 —

(i) for “other EEA States” substitute “ approved third country competent authorities ”;

(ii) for “EEA competent authority” substitute “ approved third country competent authority ”;

(c) in subsection (2) M32 —

(i) for “EEA competent authority” in both places substitute “ approved third country competent authority ”;

(ii) omit “in accordance with the Audit Directive”;

(iii) omit “required by EU law”;

(d) in subsection (4)—

(i) for “EEA competent authority” substitute “ approved third country competent authority ”;

(ii) in paragraph (a), for “other EEA State or part of an EEA State, implementing the Audit Directive” substitute “ equivalent third country or transitional third country, relating to audit ”;

(iii) in paragraph (b), for “an EEA State other than the United Kingdom” substitute “ an equivalent third country or transitional third country ”;

(e) in subsection (5)—

(i) for “EEA competent authority” in both places substitute “ approved third country competent authority ”;

(ii) for “EEA State” substitute “ country or territory ”.

Commencement Information

I17 Reg. 19 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M30 Section 1253C was inserted by regulation 14(1) of S.I. 2007/3494. Subsection (2) was amended by article 6(2) of S.I. 2011/1043.

M31 Subsection (1) was substituted by paragraph 42(2) of Schedule 3 to S.I. 2016/649.

M32 Subsection (2) was amended by article 6(2) of S.I. 2011/1043.

20.  In section 1253D (restriction on transfer of audit working papers to third countries) M33 —

(a) in subsection (1) M34 , for “except” substitute “ unless the third country competent authority is an approved third country competent authority and the transfers are made ”;

(b) omit subsection (2) M35 .

Commencement Information

I18 Reg. 20 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M33 Section 1253D was inserted by regulation 15(1) of S.I. 2007/3494, and substituted by regulation 2 of S.I. 2010/2537.

M34 Subsection (1) was amended by paragraph 43(2) of Schedule 3 to S.I. 2016/649.

M35 Subsection (2) was amended by regulation 13(5) of S.I. 2017/516.

21.  In section 1253DD (agreement of EEA competent authority) M36 —

(a) in the heading, for “EEA competent authority” substitute “ third country competent authority ”;

(b) in subsection (1)(b)(i) M37 , for “another EEA State” substitute “ an equivalent third country or transitional third country ”;

(c) in subsections (2) and (3), for “EEA competent authority” substitute “ third country competent authority ”.

Commencement Information

I19 Reg. 21 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M36 Section 1253DD was inserted by regulation 15(1) of S.I. 2007/3494, and substituted by regulation 2 of S.I. 2010/2537. Subsection (1) was amended by paragraph 47(1) of Schedule 3 to S.I. 2016/649.

M37 Subsection (1) was amended by paragraph 47(1) of Schedule 3 to S.I. 2016/649.

22.  In section 1253DE(1)(a) (transfer by means of inspection) M38 , omit “listed in section 1253D(2)(a), (f) or (g)”.

Commencement Information

I20 Reg. 22 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M38 Section 1253DE was inserted by regulation 15(1) of S.I. 2007/3494, and substituted by regulation 2 of S.I. 2010/2537. Subsection (1) was amended by paragraph 48(2) of Schedule 3 to S.I. 2016/649.

23.  In section 1253E (working arrangements for transfer of papers) M39 —

(a) in subsection (4)—

(i) in paragraph (a), for “Article 29 of the Audit Directive (quality assurance)” substitute “ regulation 9 of the Statutory Auditors and Third Country Auditors Regulations 2016 M40 ”;

(ii) in paragraph (b), for “Article 30 of the Audit Directive (investigations and penalties)” substitute “ regulations 5 to 8 and 10 of the Statutory Auditors and Third Country Auditors Regulations 2016 ”;

(iii) in paragraph (c), for “Article 32 of the Audit Directive (principles of public oversight)” substitute “ regulation 3 of the Statutory Auditors and Third Country Auditors Regulations 2016 ”;

(b) in subsection (7), omit “of the European Union or”;

(c) omit subsections (8) M41 and (9).

Commencement Information

I21 Reg. 23 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M39 Section 1253E was inserted by regulation 15(1) of S.I. 2007/3494, and substituted by regulation 3 of S.I. 2010/2537.

M40 S.I. 2016/649.

M41 Subsection (8) was amended by paragraph 49(2) of Schedule 3 to S.I. 2016/649 and regulation 13(6) of S.I. 2017/516.

24.  In section 1254(1)(a) (directions to comply with international obligations) M42 , for “EU obligations” substitute “ retained EU obligations ”.

Commencement Information

I22 Reg. 24 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M42 Section 1254(1)(a) was substituted by regulation 13(7)(a) of S.I. 2017/516.

25.  In section 1261 (minor definitions)—

(a) in subsection (1)—

(i) omit the definition of “the Audit Directive”M43 ;

(ii) in the definition of “audit working papers and investigation reports”M44 , in paragraphs (a), (b) and (c) omit “, an EEA auditor”;

(iii) omit the definitions of “EEA auditor” and “EEA competent authority”M45 ;

(iv) after the definitions of “parent undertaking” and “subsidiary undertaking”, insert—

““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 M46 ;”;

(v) in the definition of “third country”M47 , for “that is not an EEA State or part of an EEA State” substitute “ other than the United Kingdom ”;

(vi) in the definition of “third country auditor”, omit “an EEA auditor or”;

(vii) after the definition of “transfer”M48 , insert—

““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;

“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 (2A) M49 .

Commencement Information

I23 Reg. 25 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M43 The definition of “the Audit Directive” was inserted by regulation 2(2) of S.I. 2007/3494.

M44 The definition of “audit working papers” was inserted by regulation 2(2) of S.I. 2007/3494 and substituted to “audit working papers and investigation reports” by paragraph 51(2)(a) of Schedule 3 to S.I. 2016/649.

M45 The definitions “EEA auditor” and “EEA competent authority” were inserted by regulation 2(2) of S.I. 2007/3494.

M46 OJ No. L 173 12.06.2014, p. 84.

M47 The definition of “third country” was inserted by regulation 2(2) of S.I. 2007/3494.

M48 The definition of “transfer” was inserted by regulation 6(4) of S.I. 2010/2537, and amended by paragraph 51(2)(e) of Schedule 3 to S.I. 2016/649.

M49 Section 1261(2A) was inserted by regulation 2(3) of S.I. 2007/3494.

26.  In section 1262 (index of defined expressions), in the Table—

(a) at the appropriate places, insert the following entries—

“approved third country qualification

section 1221(1)”;

“audit regulatory regime

section 1240A(3)”;

“equivalent third country

section 1240A(1)”;

“regulated market

section 1261(1)”;

“transferable securities

section 1261(1)”;

“transitional third country

section 1240A(1)”;

“UK regulated market

section 1261(1)”;

(b) in the entry for “approved third country competent authority”M50 , in the right-hand column for “section 1253D(2)” substitute “ section 1240B(1) ”;

(c) in the entry for “Audit Directive”, in the right-hand column for “section 1261(1)” substitute “ paragraph 20A of Schedule 10 ”;

(d) in the entry for “EEA auditor”, in the right-hand column for “section 1261(1)” substitute “ paragraph 20A of Schedule 10 ”;

(e) in the entry for “EEA competent authority”, in the right-hand column for “section 1261(1)” substitute “ paragraph 20A of Schedule 10 ”;

(f) in the entry for “UK-traded non-EEA company”M51 , in the left-hand column for “UK-traded non-EEA company” substitute “ UK-traded third country company ”.

Commencement Information

I24 Reg. 26 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M50 The definition of “approved third country competent authority” was inserted by regulation 6(5) of S.I. 2010/2537.

M51 The row containing the expression “UK-traded non-EEA company” was inserted by regulation 3(2) of S.I. 2007/3494.

CHAPTER 3 U.K. Schedules 10, 11, 11A and 12 to the Companies Act 2006

Amendment of Schedule 10 to the Companies Act 2006 U.K.

27.  Part 2 (requirements for recognition of a supervisory body) of Schedule 10 (recognised supervisory bodies) to the Companies Act 2006 is amended in accordance with regulations 28 to 32.

Commencement Information

I25 Reg. 27 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

28.  In paragraph 6 (holding of appropriate qualification)—

[F8 (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”;]

[F9 (a) omit sub-paragraph (1)(c);]

(b) for sub-paragraph (1A) M52 substitute—

“(1A) The requirements of this sub-paragraph are that—

(a) the individual holds a professional qualification which covers all the subjects that are covered by a recognised professional qualification and that are subjects of which knowledge is essential for the pursuit of the profession of statutory auditor, or

[F10 (b) the individual is an EEA auditor who—

(i) on or before IP completion day, holds a professional qualification which does not cover all those subjects,

(ii) on or before IP completion day, has been approved by the body or is in the process of seeking approval from the body, and

(iii) has met whichever of the requirements of sub-paragraph (1B) is specified in the body's rules.”];

(c) for sub-paragraph (1B) M53 , substitute—

“(1B) [F11 For the purposes of sub-paragraph (1A)(b)(iii)], the body's rules must specify one of the following requirements—

(a) a requirement to pass an aptitude test in accordance with sub-paragraph (2),

(b) a requirement to complete an adaptation period in accordance with sub-paragraphs (2B) and (2C), or

(c) a requirement either to pass an aptitude test in accordance with sub-paragraph (2) or to complete an adaptation period in accordance with sub-paragraphs (2B) and (2C), according to the choice of the individual.”;

(d) in sub-paragraph (2C) M54 , for “that the condition in sub-paragraph (1A)(b) can be satisfied by completing an adaptation period” substitute “ a requirement that may or must be met by completing an adaptation period ”;

[F12 (da) in sub-paragraph (2C)(a), for “another EEA State” substitute “ an EEA State ”;]

F13 (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F8 Regs. 28(za)-(zc) inserted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(e)(i)

F9 Reg. 28(a) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(e)(ii)

F10 Words in reg. 28(b) substituted (31.12.2020 immediately before IP completion day) by The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/1392), regs. 1(2), 6 (as amended by S.I. 2020/523, regs. 1(2), 27); 2020 c. 1, Sch. 5 para. 1(1)

F11 Words in reg. 28(c) substituted (31.12.2020 immediately before IP completion day) by The International Accounting Standards, Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/335), regs. 1, 7

F12 Reg. 28(da) inserted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(e)(iii)

F13 Reg. 28(e) omitted (31.12.2020 immediately before IP completion day) by virtue of The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(e)(iv)

Commencement Information

I26 Reg. 28 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M52 Sub-paragraph (1A) was inserted by paragraph 57(5) of Schedule 3 to S.I. 2016/649.

M53 Sub-paragraph (1B) was inserted by paragraph 57(5) of Schedule 3 to S.I. 2016/649.

M54 Sub-paragraph (2C) was inserted by regulation 17(4) of S.I. 2007/3494, substituted by paragraph 57(7) of Schedule 3 to S.I. 2016/649, and amended by regulation 13(8)(a) of S.I. 2017/516.

[F14 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.]

Textual Amendments

F14 Reg. 29 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(f)

Commencement Information

I27 Reg. 29 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

30.  In paragraph 13(5) (monitoring of audits) M55 —

(a) in paragraph (b)(i), omit “or”;

(b) for paragraph (b)(ii), substitute—

“(ii) equivalent work, for the purposes of an appointment of a person to conduct inspections made prior to [F15 IP completion day], on the audit of accounts under the law of an EEA State, or part of an EEA State, or

(iii) equivalent work, for the purpose of an appointment of a person to conduct inspections, on the audit of accounts under the law of—

(aa) an equivalent third country or part of an equivalent third country, or

(bb) a transitional third country or part of a transitional third country;”.

Textual Amendments

F15 Words in reg. 30(b) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(g)

Commencement Information

I28 Reg. 30 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M55 Paragraph 13 was substituted by paragraph 65 of Schedule 3 to S.I. 2016/649.

31.  In paragraph 16AA(b) (transfer to approved third country competent authority) M56 , omit “in the case of an approved third country competent authority listed in section 1253D(2)(a), (b), (c), (d) or (e),”.

Commencement Information

I29 Reg. 31 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M56 Paragraph 16AA was inserted by regulation 5 of S.I. 2010/2537, and amended by regulation 13(8)(b) of S.I. 2017/516.

32.  In paragraph 20A (interpretation) M57 —

(a) at the beginning, insert “ (1) ”;

(b) after “In this Part of this Schedule—” insert—

““the Audit Directive” means Directive 2006/43/EC of the European Parliament and of the Council on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC;”;

(c) after the definition of “audit reporting requirements”, insert—

““EEA auditor” means an individual or firm approved in accordance with the Audit Directive by an EEA competent authority to carry out audits of annual accounts or consolidated accounts required by European Union law;

“EEA competent authority” means a competent authority within the meaning of Article 2(10) of the Audit Directive of an EEA State;”;

(d) in the definition of “public interest entity”—

(i) in paragraph (a), for “regulated market” substitute “ UK regulated market ”;

(ii) in paragraph (b), for “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 firms” substitute “ which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation ”;

(iii) for paragraph (c), substitute—

“(c) a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before [F16 IP completion day], were the United Kingdom a member State;”.

(e) omit the definition of “regulated market”;

(f) in the definition of “third country audit function”—

(i) for “UK-traded non-EEA company” substitute “ UK-traded third country company ”;

(ii) for “an equivalent body corporate” substitute “ a body corporate ”;

(iii) for “another EEA State” substitute “ an equivalent third country or transitional third country; ”;

(g) omit the definition of “transferable securities”M58 ;

(h) after the definition of “third country audit function” insert—

“(2) For the purposes of this Schedule, Gibraltar is to be treated as if it were an EEA State and subject to the Audit Directive.”.

Textual Amendments

F16 Words in reg. 32(d)(iii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(h)

Commencement Information

I30 Reg. 32 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M57 Paragraph 20A was inserted by paragraph 71 of Schedule 3 to S.I. 2016/649.

M58 The definition of “transferable securities” was amended by paragraph 9(9) of Schedule 4 to S.I. 2017/701.

Amendment of Schedules 11, 11A and 12 to the Companies Act 2006 U.K.

33.  Schedules 11, 11A and 12 to the Companies Act 2006 are amended in accordance with regulations 34 to 36.

Commencement Information

I31 Reg. 33 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

34.  In Schedule 11 (recognised professional qualifications), in paragraph 9 (practical training)—

(a) in sub-paragraph (4)(b), omit “other than the United Kingdom”;

(b) after sub-paragraph (4), insert—

“(5) For the purpose of sub-paragraph (4), Gibraltar is to be treated as if it were an EEA State.”.

Commencement Information

I32 Reg. 34 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

35.  In Schedule 11A (specified persons, descriptions, disclosures etc for the purposes of section 1224A) M59 —

(a) in Part 2 (specified descriptions of disclosures), in paragraph 78 M60 , for “EU obligation” substitute “ retained EU obligation ”; and

(b) in Part 3 (overseas regulatory bodies), in paragraph 79—

(i) for “EEA competent authority” substitute “ approved third country competent authority ”;

(ii) for “EEA competent authorities” substitute “ approved third country competent authorities ”.

Commencement Information

I33 Reg. 35 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M59 Schedule 11A was inserted by regulation 8(2) and the Schedule to S.I. 2007/3494. Paragraph 78 was amended by article 6(1) of S.I. 2011/1043.

M60 Paragraph 78 was amended by article 6(1) of S.I. 2011/1043.

36.  In Schedule 12 (arrangements in which registered third country auditors are required to participate)—

(a) in the italic cross-heading above paragraph 1 M61 , for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”;

(b) in paragraph 1 (arrangements for independent monitoring of audits of UK-traded non-EEA companies), in sub-paragraph (1)(a) M62 , for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”;

(c) in paragraph 2(1)(a) (arrangements for independent investigations for disciplinary purposes) M63 , for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”.

Commencement Information

I34 Reg. 36 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M61 The cross-heading was amended by regulation 33(2) of S.I. 2007/3494.

M62 Sub-paragraph (1)(a) was amended by regulation 33(3)(a) of S.I. 2007/3494.

M63 Sub-paragraph (2)(1)(a) was substituted by regulation 17(2) of S.I. 2013/1672.

CHAPTER 4 U.K. Amendment of other primary legislation

Amendment of the Building Societies Act 1986 U.K.

37.  The Building Societies Act 1986 M64 is amended in accordance with regulation 38.

Commencement Information

I35 Reg. 37 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M64 1986 c. 53.

38.  In paragraph 3E(5)(b) (appointment) M65 of Schedule 11 (auditors: appointment, tenure), after “Audit Regulation” insert “ as it had effect immediately before [F17 IP completion day]”.

Textual Amendments

F17 Words in reg. 38 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(i)

Commencement Information

I36 Reg. 38 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M65 Paragraph 3E was inserted by regulation 2(6)(d) of S.I. 2017/516.

Amendment of the Friendly Societies Act 1992 U.K.

39.  The Friendly Societies Act 1992 M66 is amended in accordance with regulation 40.

Commencement Information

I37 Reg. 39 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M66 1992 c. 40.

40.  In paragraph 5(5)(b) (the maximum engagement period) of Schedule 14A (appointment and removal of auditors: societies to which audit directive applies) M67 , after “Audit Regulation” insert “as it had effect immediately before [F18 IP completion day]”.

Textual Amendments

F18 Words in reg. 40 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 14(j)

Commencement Information

I38 Reg. 40 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M67 Schedule 14A was inserted by regulation 11 of S.I. 2017/516.

Amendment of the Companies (Audit, Investigations and Community Enterprise) Act 2004 U.K.

41.  Part 1 (auditors, accounts, directors' liabilities and investigations) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 M68 is amended in accordance with regulations 42 and 43.

Commencement Information

I39 Reg. 41 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M68 2004 c. 27.

42.  In section 15D(4) (permitted disclosure of information obtained under compulsory powers) M69 —

(a) in paragraph (aa)(i), for “UK-traded non-EEA companies” substitute “ UK-traded third country companies ”;

(b) in paragraph (h), for “EU obligation” substitute “ retained EU obligation ”.

Commencement Information

I40 Reg. 42 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M69 Section 15D(4)(aa)(i) was inserted by paragraph 232(2) of Schedule 1 to S.I. 2008/948, and substituted by paragraph 1(2)(a) of Schedule 5 to S.I. 2016/649.

43.  In section 16 (grants to bodies concerned with accounting standards etc)—

(a) after subsection (2)(ea) M70 , insert—

“(eb) assessing, and reporting to the Secretary of State on, the comparability of the audit regulatory regimes of third countries to the audit regulatory regime of the United Kingdom;

(ec) assessing, and reporting to the Secretary of State on, the adequacy of third country competent authorities, in relation to their ability to co-operate with the competent authority on the exchange of audit working papers and investigation reports;”;

(b) in subsection (5)—

(i) after the definition of “accountancy functions” insert—

““audit regulatory regime” in relation to a country or territory, means the system of public oversight, quality assurance, investigations and sanctions for auditors in that country or territory;”;

(ii) after the definition of “company”M71 insert—

““the competent authority” means the Financial Reporting Council Limited M72 ;”;

(iii) after the definition of “subsidiary”M73 insert—

““third country” means a country or territory other than the United Kingdom;

“third country competent authority” means a body established in a third country exercising functions related to the regulation or oversight of auditors.”.

Commencement Information

I41 Reg. 43 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M70 Sub-section (2)(ea) was inserted by paragraph 1(3) of Schedule 5 to S.I. 2016/649.

M71 The definition of “company” was amended by paragraph 222(2) of Schedule 1 to S.I. 2009/1941.

M72 A company registered in England and Wales with number 02486368.

M73 The definition of “subsidiary” was amended by paragraph 222(3) of Schedule 1 to S.I. 2009/1941.

Amendment of the Local Audit and Accountability Act 2014 U.K.

44.  The Local Audit and Accountability Act 2014 M74 is amended in accordance with regulation 45.

Commencement Information

I42 Reg. 44 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M74 2014 c. 2.

45.  In Schedule 5 (eligibility and regulation of local auditors), in paragraph 1(3)(b), after “the Statutory Auditors and Third Country Auditors Regulations 2016” insert “ and the Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 ”.

Commencement Information

I43 Reg. 45 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2