The Scottish Partnerships (Register of People with Significant Control) Regulations 2017

PART 4 U.K. Information duties

Duty to investigate and obtain information U.K.

10.—(1) An eligible Scottish partnership must take reasonable steps—

(a) to find out if any person is a registrable person or a registrable relevant legal entity in relation to the eligible Scottish partnership, and

(b) if so, to identify them.

(2) Without limiting paragraph (1), an eligible Scottish partnership must give notice to any person whom it knows or has reasonable cause to believe to be a registrable person or a registrable relevant legal entity in relation to it.

(3) The notice, if addressed to an individual, must require the addressee—

(a) to state whether or not the individual is a registrable person in relation to the eligible Scottish partnership, and

(b) if so, to confirm or correct any particulars of the individual that are included in the notice, and supply any that are missing.

(4) The notice, if addressed to a legal entity, must require the addressee—

(a) to state whether or not it is a registrable relevant legal entity in relation to the eligible Scottish partnership, and

(b) if so, to confirm or correct any of its particulars that are included in the notice, and supply any that are missing.

(5) An eligible Scottish partnership may also give notice to a person under this regulation if it knows or has reasonable cause to believe that the person—

(a) knows the identity of a person who falls within paragraph (6), or

(b) knows the identity of a person likely to have that knowledge.

(6) The persons who fall within this paragraph are—

(a) any registrable person in relation to the eligible Scottish partnership;

(b) any relevant legal entity in relation to the eligible Scottish partnership;

(c) any entity which would be a relevant legal entity in relation to the eligible Scottish partnership if it were subject to its own disclosure requirements M1 .

(7) A notice under paragraph (5) may require the addressee—

(a) to state whether or not the addressee knows the identity of—

(i) any person who falls within paragraph (6), or

(ii) any person likely to have that knowledge, and

(b) if so, to supply any particulars of theirs that are within the addressee's knowledge, and state whether or not the particulars are being supplied with the knowledge of each of the persons concerned.

(8) A notice under this regulation must state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(9) An eligible Scottish partnership is not required to take steps or give notice under this regulation with respect to a registrable person or registrable relevant legal entity if—

(a) the eligible Scottish partnership has already been informed of the person's status as a registrable person or registrable relevant legal entity in relation to it, and been supplied with all the particulars, and

(b) in the case of a registrable person, the information and particulars were provided either by the person concerned or with the person's knowledge.

(10) A person to whom a notice under paragraph (5) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(11) In this regulation—

(a) a reference to knowing the identity of a person includes knowing information from which that person can be identified, and

(b) “particulars” means—

(i) in the case of a registrable person or a registrable relevant legal entity, the required particulars, and

(ii) in any other case, any particulars that will enable the person to be contacted by the eligible Scottish partnership.

(12) An eligible Scottish partnership is not by virtue of anything done for the purposes of these Regulations affected with notice of, or put upon inquiry as to, the rights of any person in relation to any rights in or with respect to the eligible Scottish partnership.

Marginal Citations

M1 See regulation 3(7) for the meaning of “subject to its own disclosure requirements”.

Duty to keep information up to date U.K.

11.—(1) This regulation applies if required particulars of a registrable person or registrable relevant legal entity have been delivered to the registrar by the eligible Scottish partnership in accordance with the requirements of regulation 19.

(2) The eligible Scottish partnership must give notice to the registrable person or registrable relevant legal entity if the eligible Scottish partnership knows or has reasonable cause to believe that a relevant change has occurred.

(3) In the case of a registrable person, a “relevant change” occurs if—

(a) the person ceases to be a registrable person in relation to the eligible Scottish partnership, or

(b) any other change occurs as a result of which the particulars stated for the registrable person in the register in respect of the eligible Scottish partnership are incorrect or incomplete.

(4) In the case of a registrable relevant legal entity, a “relevant change” occurs if—

(a) the entity ceases to be a registrable relevant legal entity in relation to the eligible Scottish partnership, or

(b) any other change occurs as a result of which the particulars stated for the registrable relevant legal entity in the register in respect of the eligible Scottish partnership are incorrect or incomplete.

(5) The eligible Scottish partnership must give the notice within the period of 14 days beginning with the day it—

(a) learns of the change, or

(b) if earlier, first has reasonable cause to believe that the change has occurred.

(6) The notice must require the addressee—

(a) to confirm whether or not the change has occurred, and

(b) if so—

(i) to state the date of the change, and

(ii) to confirm or correct the particulars included in the notice, and supply any that are missing from the notice.

(7) A notice under this regulation must state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(8) An eligible Scottish partnership is not required to give notice under this regulation if—

(a) the eligible Scottish partnership has already been informed of the relevant change, and

(b) in the case of a registrable person, that information was provided either by the person concerned or with the person's knowledge.

Failure by an eligible Scottish partnership to comply with information duties U.K.

12.—(1) If an eligible Scottish partnership fails to comply with a duty under regulation 10 or 11 to take steps or give notice, an offence is committed by—

(a) the eligible Scottish partnership, and

(b) every officer of the eligible Scottish partnership who is in default.

(2) A person guilty of an offence under this regulation is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding three months or a fine (or both);

(ii) in Scotland and Northern Ireland, to imprisonment for a term not exceeding three months or to a fine not exceeding the statutory maximum (or both).

Duty on others to supply information U.K.

13.—(1) This regulation applies to a person if—

(a) the person is a registrable person or a registrable relevant legal entity in relation to an eligible Scottish partnership;

(b) the person knows that to be the case or ought reasonably to do so,

(c) the required particulars of the person have not been delivered to the registrar in respect of the eligible Scottish partnership,

(d) the person has not received notice from the eligible Scottish partnership under regulation 10(2) (duty on eligible Scottish partnership to investigate and obtain information), and

(e) the circumstances described in sub-paragraphs (a) to (d) have continued for the period of at least one month.

(2) The person must—

(a) notify the eligible Scottish partnership of the person's status (as a registrable person or registrable relevant legal entity) in relation to the eligible Scottish partnership,

(b) state the date, to the best of the person's knowledge, on which the person acquired that status, and

(c) give the eligible Scottish partnership the person's required particulars.

(3) The duty under paragraph (2) must be complied with by the end of the period of one month beginning with the day on which all the conditions in paragraph (1)(a) to (e) were first met with respect to the person.

Duty on others to update information U.K.

14.—(1) This regulation applies to a person if—

(a) the required particulars of the person (whether a registrable person or a registrable relevant legal entity) have been delivered to the registrar in respect of the eligible Scottish partnership,

(b) a relevant change M2 occurs,

(c) the person knows of the change or ought reasonably to do so,

(d) the register in respect of the eligible Scottish partnership has not been altered to reflect the change, and

(e) the person has not received notice from the eligible Scottish partnership under regulation 11(2) (duty to keep information up to date) by the end of the period of one month beginning with the day on which the change occurred.

(2) The person must—

(a) notify the eligible Scottish partnership of the change,

(b) state the date on which it occurred, and

(c) give the eligible Scottish partnership any information needed to update the register in respect of the eligible Scottish partnership.

(3) The duty under paragraph (2) must be complied with by the later of—

(a) the end of the period of two months beginning with the day on which the change occurred, and

(b) the end of the period of one month beginning with the day on which the person discovered the change.

Marginal Citations

M2 See paragraphs (3) and (4) of regulation 11 for the meaning of a “relevant change”.

Enforcement of disclosure requirements U.K.

15.  Schedule 2 makes provision for when a person fails to comply with a notice under regulation 10 or 11 (duty to investigate and obtain information and keep it up to date) or a duty under regulation 13 or 14 (duty on others to supply and update information).

Power to make exemptions U.K.

16.—(1) The Secretary of State may exempt a person under this regulation.

(2) The effect of an exemption is—

(a) the person is not required to comply with any notice under regulation 10(2) (duty on eligible Scottish partnership to investigate and obtain information) or 11 (eligible Scottish partnership's duty to keep information up to date), but if a notice is received, the person must bring the existence of the exemption to the attention of the eligible Scottish partnership that sent it;

(b) eligible Scottish partnerships are not obliged to take steps or give notice under the regulations specified in sub-paragraph (a) to or with respect to that person;

(c) a notice under regulation 10(5) does not require any other person to give any information about that person;

(d) the duties imposed by regulation 13 and 14 (duties to supply and update information) do not apply to that person, and

(e) the person does not count for the purposes of these Regulations as a registrable person or, as the case may be, a registrable relevant legal entity in relation to any eligible Scottish partnership.

(3) The Secretary of State must not grant an exemption under this regulation unless the Secretary of State is satisfied that, having regard to any undertaking given by the person to be exempted, there are special reasons why that person should be exempted.

Required particulars U.K.

17.—(1) The required particulars of an individual who is a registrable person are—

(a) the person's name,

(b) a service address,

(c) the country or territory (or part of the United Kingdom) in which the individual is usually resident,

(d) nationality,

(e) date of birth,

(f) usual residential address,

(g) subject to paragraph (5), the date on which the individual became a registrable person in relation to the eligible Scottish partnership in question,

(h) the nature of the individual's control over that eligible Scottish partnership, and

(i) if, in relation to that eligible Scottish partnership, restrictions on using or disclosing any of the individual's required particulars are in force under regulation 48, 49 or 50, that fact.

(2) In the case of a person in relation to which these Regulations have effect by virtue of regulation 3(10) (key terms) as if the person were an individual, the required particulars are—

(a) its name,

(b) its principal office,

(c) the legal form of the person and the law by which it is governed,

(d) subject to paragraph (5), the date on which it became a registrable person in relation to the eligible Scottish partnership in question, and

(e) the nature of its control over the eligible Scottish partnership.

(3) The required particulars of a registrable relevant legal entity are—

(a) its corporate or firm name,

(b) its registered or principal office,

(c) the legal form of the entity and the law by which it is governed,

(d) if applicable, the register in which it is entered (including details of the state) and its registration number in that register,

(e) subject to paragraph (5), the date on which it became a registrable relevant legal entity in relation to the eligible Scottish partnership in question, and

(f) the nature of its control over that eligible Scottish partnership.

(4) In paragraph (3)(d) “register” includes—

(a) the register maintained under section 1080(1) of the Companies Act 2006 elsewhere in the United Kingdom, and

(b) any comparable register maintained or in a country or territory outside the United Kingdom.

(5) In the case of a person who is a registrable person or a registrable relevant legal entity in relation to an eligible Scottish partnership on the commencement day, the date to be entered in the register as the date on which the individual became a registrable person, or the entity became a registrable relevant legal entity, is the commencement day.

Nature of control over an eligible Scottish partnership U.K.

18.—(1) The particulars required by paragraphs (1)(h), (2)(e) and (3)(f) of regulation 17 are—

(a) where the person meets the first specified condition M3 , the statement listed in Part 1 of Schedule 3 which is applicable to that person;

(b) where the person meets the second specified condition, the statement listed in Part 2 of Schedule 3 which is applicable to that person;

(c) where the person meets the third specified condition, the statement listed in Part 3 of Schedule 3;

(d) where the person meets the fourth specified condition and does not meet the first, second or third specified condition, the statement listed in Part 4 of Schedule 3;

(e) where the person meets the fifth specified condition in connection with a trust, every statement listed in Part 5 of Schedule 3 which is applicable to that person;

(f) where the person meets the fifth specified condition in connection with a firm that, under the law by which it is governed is not a legal entity, every statement listed in Part 6 of Schedule 3 which is applicable to that person.

(2) Part 7 of Schedule 3 sets out rules for the interpretation of Schedule 3.

Marginal Citations

M3 See Part 1 of Schedule 1 for the specified conditions.