Brought into force on 26 June 2017, the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), introduced a requirement for eligible Scottish Partnerships to identify, and file with Companies House, people with significant control. Similar regulations for both LLPs and Companies were enacted in 2016.
Who does it affect?
The Regulations only bring in new rules affecting 'eligible Scottish partnerships'. This is either a limited partnership registered in Scotland ("A Scottish limited partnership" or "SLP") or a general partnership made up of corporate partners and constituted under the law of Scotland ("A Scottish qualified partnership" or "SQP").
What does it mean?
As of 24 July 2017, eligible Scottish partnerships will be required to deliver "registration information" to the registrar within a period of 14 days. SQPs and SLPs must file their PSC ("person of significant control") information directly with Companies House. They do not have the option to hold their own register. The registration information includes the partnership name, the service address and confirmation that it is an eligible Scottish partnership. They must also provide each partner's full name, and if applicable, details of the register that the information is entered into.
What constitutes a PSC?
An individual is a PSC if they meet any of the following conditions under Schedule 1, part 1 of the Regulations.
- The individual holds, directly or indirectly, the right to more than 25% of any surplus assets in an eligible Scottish partnership on winding up
- The individual holds, directly or indirectly, more than 25% of the voting rights in an eligible Scottish partnership;
- The individual holds the right, directly or indirectly, to appoint or remove the majority of the persons who are entitled to take part in the management of the eligible Scottish partnership;
- The individual has the right to exercise, or actually exercises, significant influence or control over the eligible Scottish partnership; or
- The trustees of a trust, or members of a firm, that is not a legal person, meet any of the other specified conditions (in their capacity as such) in relation to the eligible Scottish partnership, or would do so if they were individuals, and, they have the right to exercise or actually exercises, significant influence or control over the activities of that trust or firm.
The required particulars of an SLP and SQP with a registerable person
The eligible Scottish partnership must disclose the name, service address, the country in which the individual is usually resident, nationality, date of birth and usual residential address for any individual who is a PSC. They must also identify the date that individual became a registerable person and the nature of control over the eligible Scottish partnership.
The required particulars of an SLP and SQP with a registerable relevant legal entity (RLE) The eligible Scottish partnership must disclose the date that they became a registerable RLE, their corporate name, their registered or principal office address, the legal form of the corporate body, the nature of their control over the eligible Scottish partnership.
What to do next?
- An eligible Scottish partnership must deliver to Companies House the required particulars of any registerable person within fourteen days beginning with the later of 24th July 2017 or the day on which all the required particulars of the registrable person are first confirmed. There is a form for notifying Companies House of PSCs who are individuals and a separate form for notifying Companies House of PSCs who are RLEs. Failure to submit these forms is an offence. A person guilty of an offence under these regulations is liable under summary conviction to a fine not exceeding level 3 on the standard scale (£1,000) and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
- A Scottish qualifying partnership must file with Companies House the SQP1 Form. This form will contain the required registration information for the SQP. This must be filed within the period of fourteen days beginning with the 24th July 2017 if it is a qualifying partnership on this day, or, any day after the 24th July 2017 on which it becomes a qualifying partnership. A failure to file the SQP1 forms registering the SQP is an offence. A person guilty of an offence under these regulations is liable on summary conviction to a fine not exceeding level 5 (£5,000) and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale (£2,500). The SQP must then separately file the PSC forms, noted above, to Companies House.
- If there are no registerable people of significant control within the eligible Scottish partnership you are still required to submit this to the PSC register held by Companies House.
Get in touch
If you'd like to find out more about the new regulations, please get in touch.