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2017.06.30 - Scotland – filing of information about persons with significant control of Scottish limited partnerships with Companies House.

 

On 26 June 2017, the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 were adopted in UK, amending the long-existing rule UK Limited Partnerships Act 1907. From now on, Limited Partnerships registered in Scotland are obliged to submit information on their people with significant control to Companies House.

In general, the procedure of submission of the above information is similar to the already existing one for UK Limited, UK LLP companies, applied in accordance with the UK Small Business, Enterprise and Employment Act 2015 (we have already published this topic earlier, here).

Technically, as usual for Limited Partnerships, the information on people with significant control is submitted to Companies House in the form of a paper document (i.e. - the forms SLP PSC01-PSC 08) – the same way as any other forms related to Limited Partnerships.

In accordance with the Regulations, the date when the requirement of notifying the Companies House on people with significant control comes into effect, is 24 July 2017.

Furthermore, once a year each Scottish Limited Partnership has to submit to Companies House a ‘Confirmation Statement’. This is a document confirming that the actual data on people with significant control being in possession of the Companies House is still correct.

The ‘Confirmation Statement’ is delivered on the last day of the review period, which for those companies registered before 24.07.2017 starts on 24.07.2017, and ends on the day preceding the day of registration of the company in the following year; but for companies registered after 24.07.2017 it starts on the day of registration and ends on the day preceding the day of registration in the respective year.

In addition, after 24 July 2017, registration of a new Scottish Limited Partnership is only possible with simultaneous submission of the information on people with significant control, by way of filing of a new standard of registration form - LP5(s).

The definition of people with significant control in SLP Regulations 2017 is similar to as it is defined in relation to UK Limited, UK LLP companies. So, in accordance with Schedule 1 (which is a part of SLP Regulations 2017), a person has significant control if he or she:

  1. holds, directly or indirectly, the right to the surplus assets of the Scottish partnership in the amount of 25% or more,
  2. holds, directly or indirectly, the voting rights in the Scottish partnership in the amount of 25% or more,
  3. 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 partnership,
  4. has the right to exercise or actually exercises significant influence or control over the partnership,
  5. has the right to exercise, or actually exercises significant influence or control over the activities of a trust or firm, and this trust or firm meet any of the conditions specified above.

Along with the requirement on submission of information in relation to people with significant control, the information provided in relation to partners/founders of a Limited Partnership is now under greater control. In particular, the submission of data such as the registration number and the place (state) of registration of a partner is now mandatory. Previously, partners of a Scottish L.P. were not obliged to submit the above information to Companies House.

The regulations establish considerable penalties in case of violation of the requirements – in particular, for violation of the registration of data on people with significant control, for the failure to meet the deadline of submission of filing a ‘Confirmation Statement’ or for the delay in submission of information on changes of people with significant control – a penalty of up to 500 GBP/day may be imposed both on the partnership and on of its officials until the failure is rectified.

Comments by INTERNATIONAL OVERSEAS SERVICES:

Introduction of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 is related to the enactment of the Directive (EU) 2015/849 in the UK. The law regulating UK LLP and UK Limited companies - The Small Business, Enterprise and Employment Act 2015, which was in effect in the United Kingdom as of 2015, had no relation to Scottish Limited Partnerships.

Technically, the procedure of submission of information on UK Limited, LLP companies and Scottish limited partnerships differs by the method of filing the respective information to Companies House (i.e., in case of Scotland L.P., the information is filed to Companies House in the form of paper documents).

Another difference is that after the adoption of regulations in relation to Limited, LLP companies, there was the provision of a transitional period (i.e. – until its next renewal a company could choose whether to renew and comply to the new legislation, or to be closed). However, in the case of the Scottish Limited Partnerships there is no transitional period, and the submission of information starts immediately after the date determined by the regulations, i.e. - 24 July 2017.

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