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

PART 9 U.K. Application of the Companies Act 2006

Application of Part 35 of the Companies Act 2006 U.K.

58.  Section 1066 (registered numbers) of the Companies Act 2006 applies to Scottish qualifying partnerships with the following modifications—

(a) for references to a “company” substitute “ Scottish qualifying partnership ”; and

(b) omit subsections (5) and (6).

59.  Section 1081 (annotation of the register) of the Companies Act 2006 applies to eligible Scottish partnerships with the following modifications—

(a) in subsection (1), omit paragraphs (e) and (f);

(b) omit subsection (1A);

(c) for subsection (2), substitute—

“(2) Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.”;

(d) omit subsection (5);

(e) in subsection (6)—

(i) omit “or (1A), or in pursuance of regulations under”, and

(ii) for “all purposes of the Companies Acts” substitute “ the purposes of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”; and

(f) omit subsection (7).

60.  The following provisions of the Companies Act 2006 apply to information on the register delivered to the registrar by eligible Scottish partnerships under these Regulations—

(a) section 1085 (inspection of the register);

(b) section 1086 (right to a copy of material on the register), with the omission of subsection (2).

61.  Section 1087 (material not available for public inspection) of the Companies Act 2006 applies in relation to information delivered to the registrar by eligible Scottish partnerships under these Regulations modified so that it reads as follows—

“Material not available for public inspection

1087.— (1) The registrar must not make available for public inspection on the register material which is excluded from public inspection by or under any enactment.

(2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

(3) Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.”

[F1 61A.   Section 1087ZA of the Companies Act 2006 (required particulars available for public inspection for limited period) applies to eligible Scottish partnerships, modified so that it reads as follows— U.K.

“Required particulars available for public inspection for limited period

1087ZA.— (1) This section applies where—

(a) a document is delivered to the registrar by an eligible Scottish partnership under regulation 19 (duty to deliver information to the registrar) of the Scottish partnerships regulations; or

(b) a document is delivered to the registrar by an eligible Scottish partnership under regulation 20 (duty to deliver information about a relevant change) of the Scottish partnerships regulations.

(2) The document, and any record of the information contained in the document, must not be made available by the registrar for public inspection after the expiration of ten years beginning with the date on which the registrar is notified of the dissolution of the eligible Scottish partnership.

(3) Subsection (2) does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

(4) For the purposes of this section—

“eligible Scottish partnership” has the meaning given in regulation 2 (interpretation) of the Scottish partnerships regulations.

“the Scottish partnerships regulations” means the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.”]

Textual Amendments

F1 Reg. 61A inserted (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 20(2)

62.  Section 1087A of the Companies Act 2006 applies in relation to information delivered to the registrar by an eligible Scottish partnership under these Regulations modified so that it reads as follows—

“Restricted DOB information

1087A.— (1) Information is “restricted DOB information” if—

(a) it is DOB information,

(b) it is contained in a document delivered to the registrar,

(c) the document is one in which such information is required to be stated, and

(d) if the document has more than one part, the part in which the information is contained is a part in which such information is required to be stated.

(2) “DOB information” is information as to the day of the month (but not the month or year) on which an individual who is a registrable person in relation to an eligible Scottish partnership was born.

(3) Information about an individual does not cease to fall within subsection (1) when the individual ceases to be a registrable person.

(4) Nothing in subsection (1) obliges the registrar to check other documents or (as the case may be) other parts of the document to ensure the absence of DOB information.”

63.  Section 1087B applies in relation to information delivered to the registrar by an eligible Scottish partnership under these Regulations modified so that it reads as follows—

“Disclosure of restricted DOB information

1087B.— (1) The registrar must not disclose an individual's restricted DOB information unless—

(a) the same information about the individual (whether in the same or a different capacity) is made available by the registrar for public inspection as a result of being contained in another description of document in relation to which no restriction under section 1087 of the Companies Act 2006 (as modified) applies (see subsection (2) of that section), or

(b) disclosure of the information by the registrar is permitted by subsection (2) or another provision of this Act.

(2) The registrar may disclose an individual's restricted DOB information to a public authority (“specified public authority”) listed in Schedule 4 to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 if the conditions in Part 1 of Schedule 5 to those Regulations are satisfied.”

64.  Section 1088 (application to registrar to make address unavailable for inspection) of the Companies Act 2006 applies to eligible Scottish partnerships, modified so that it reads as follows—

“Modification of the Companies (Disclosure of Address) Regulations 2009

1088.— (1) The provisions of the Companies (Disclosure of Address) Regulations 2009 M1 set out in subsection (2) apply with respect to applications to the registrar to make an address unavailable for public inspection, with the modifications specified in subsection (3).

(2) The provisions referred to in subsection (1) are—

(a) Part 3 (application to make an address unavailable for public inspection under section 1088);

(b) Part 4 (matters relating to applications under section 1088); and

(c) any other provisions of the Regulations having effect for the purposes of those provisions.

(3) Those provisions apply with the following modifications—

(a) in regulation 1(2) for the definition of “former name” substitute—

““former name” means a name by which the individual was formerly known and which has been notified to the registrar under section 8A(5) of the Limited Partnerships Act 1907 or under Part 5 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017;”

(b) for [F2 regulation 9 (application under section 1088 to make an address unavailable for public inspection by an individual)] substitute—

[F3 “9.— ( 1) Where an individual’s usual residential address is on the register, that individual may make a section 1088 application in respect of that address where, in the individual’s capacity as a registrable person, that address was placed on the register either—

(a) as a service address in a statement of initial significant control delivered to the registrar under section 8A of the Limited Partnerships Act 1907, or

(b) as a service address included in the required particulars of a registrable person delivered to the registrar to comply with an obligation in Part 5 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

(2) The application must contain—

(a) the name and any former name of the applicant;

(b) the usual residential address of the applicant that is to be made unavailable for public inspection;

(c) an address for correspondence in respect of the application;

(d) the name and registered number of each eligible Scottish partnership in respect of which the applicant has indicated in the application that the applicant’s usual residential address was placed on the register;

(e) in respect of each eligible Scottish partnership falling within sub-paragraph (d)—

(i) the name of the document in which that usual residential address appears on the register,

(ii) where that document is a form, the number and title of the form, and

(iii) the registration date of that document;

(f) where the application includes an eligible Scottish partnership which is required to maintain a current address for the applicant on the register, the service address which is to replace the usual residential address; and

(g) the date of birth of the applicant.”];

(c) omit regulations [F4 10, 11 and 12];

F5 (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(e) for regulation 13 (effect of a successful section 1088 application) substitute—

[F6 “13.— ( 1) This regulation applies in relation to a section 1088 application made under regulation 9.

(2) The registrar must make the specified address unavailable for public inspection in the places on the register where the applicant has indicated, in the application, that it appears.

(3) Where the application relates to an entry concerning an eligible Scottish partnership which is required to maintain a current address on the register for the applicant, the registrar must make the specified address unavailable for public inspection by replacing it with the service address provided by the applicant.

(4) In any other case, the registrar must make the specified address unavailable for public inspection by removing all elements of that address except—

(a) for a United Kingdom address—

(i) the outward code from the postcode, or

(ii) where the address on the register does not include the outward code from the postcode, any information in that address that denotes a geographical area which is equivalent to or larger than the area represented by the outward code of the postcode which applies to that address; and

(b) for an address other than a United Kingdom address, the country or territory and the name of the next principal unit of geographical subdivision of that country or territory (e.g. the state, region, province, county, district, municipality or equivalent) if there is one included in that address as it appears on the register.

(5) In this regulation—

“specified address” means the address specified in the application as being the one to be made unavailable for public inspection; and

“outward code” means the part of a postcode before the internal space but not the number and letters which come after that space.”];

[F7 (i) omit regulations 14 to 16.”]

Textual Amendments

F2 Words in reg. 64 substituted (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2)(a) (with reg. 8)

F3 Words in reg. 64 substituted (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2)(b) (with reg. 8)

F4 Words in reg. 64 substituted (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2)(c) (with reg. 8)

F5 Words in reg. 64 omitted (26.4.2018) by virtue of The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2)(d) (with reg. 8)

F6 Words in reg. 64 substituted (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2)(e) (with reg. 8)

F7 Words in reg. 64 substituted (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2)(f) (with reg. 8)

Marginal Citations

M1 S.I. 2009/214.

65.  Section 1089 (form of application for inspection or copy) of the Companies Act 2006 applies in relation to information delivered to the registrar by an eligible Scottish partnership under these Regulations, with the omission of subsection (2).

66.  Section 1090 (form and manner in which copies to be provided) of the Companies Act 2006 applies in relation to information delivered to the registrar by an eligible Scottish partnership under these Regulations, modified so that it reads as follows—

“Form and manner in which copies to be provided

1090.   The registrar may determine the form and manner in which copies are to be provided under section 1086.”

67.  Section 1091 (certification of copies as accurate) of the Companies Act 2006 applies to information delivered to the registrar by an eligible Scottish partnership under these Regulations, modified so that it reads as follows—

“Certification of copies as accurate

1091.— (1) Copies provided under section 1086 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.

(2) A copy provided under section 1086, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence—

(a) as of equal validity with the original document, and

(b) as evidence (in Scotland, sufficient evidence) of any fact stated in the original document of which direct oral evidence would be admissible.

(3) Copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal.

(4) In subsection (1) “hard copy form”, in relation to a document or information sent or supplied, is a document or information sent or supplied in a paper copy or similar form capable of being read.”

[F8 67A.   Section 1095A of the Companies Act 2006 (rectification of register to resolve a discrepancy) applies to eligible Scottish partnerships, modified so that it reads as follows— U.K.

“Rectification of register to resolve a discrepancy

1095A.— (1) This section applies where—

(a) a discrepancy in information relating to an eligible Scottish partnership is reported to the registrar under regulation 30A(2) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (requirement to report discrepancies in information about beneficial ownership), and

(b) the registrar determines, having investigated the discrepancy under regulation 30A(5) of those Regulations, that there is a discrepancy.

(2) The registrar may remove material from the register if doing so is necessary to resolve the discrepancy.

(3) In this section “eligible Scottish partnership” has the meaning given in regulation 2 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.”.]

Textual Amendments

F8 Reg. 67A inserted (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 20(3)

68.  Section 1103 (documents to be drawn up and delivered in English) of the Companies Act 2006 applies to documents delivered to the registrar by an eligible Scottish partnership under these Regulations, modified so that it reads as follows—

“Documents to be drawn up and delivered in English

1103.   All documents required to be delivered to the registrar must be drawn up and delivered in English.”

69.  Section 1112 (general false statement offence) of the Companies Act 2006 applies in relation to information delivered to the registrar by an eligible Scottish partnership under these Regulations, with the following modifications—

(a) in subsection (1)(a), for “the Companies Acts” substitute “ the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”; and

(b) in subsection (2)(b)(i), omit “not exceeding the statutory maximum”.

Application of Part 36 of the Companies Act 2006 U.K.

70.  Section 1125 (meaning of “daily default fine”) of the Companies Act 2006 applies in relation to these Regulations, modified so that in subsection (1) for “the Companies Acts” substitute “ the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”.

71.  Section 1127 (summary proceedings: venue) of the Companies Act 2006 applies in relation to offences under these Regulations, with the following modifications in subsection (1)—

(a) for “the Companies Acts” substitute “ the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”; and

(b) for “body corporate” and “body” substitute “ legal entity ”.

72.  Section 1128 (summary proceedings: time limit for proceedings) of the Companies Act 2006 applies, modified so that for every occurrence of “the Companies Acts” substitute “ the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”.

73.  Section 1129 (legal professional privilege) of the Companies Act 2006 applies in relation to offences under these Regulations, modified so that for “the Companies Acts” and “those Acts” substitute “ the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”.

74.  Section 1132 (production and inspection of documents where offence suspected) of the Companies Act 2006 applies, with the following modifications—

(a) for each occurrence of “a company” and “the company” substitute “ an eligible Scottish partnership ” or “the eligible Scottish partnership”, as the case may be; and

(b) for “secretary of the company, or such other officer of it” substitute “ such officer of the eligible Scottish partnership ”.

Application of Part 37 of the Companies Act 2006 U.K.

75.  Section 1156 (meaning of “the court”) of the Companies Act 2006 applies, modified so that for every occurrence of “the Companies Acts” substitute “ the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 ”.

76.  Section 1157 (power of court to grant relief in certain cases) of the Companies Act 2006 applies, with the following modifications—

(a) in subsection (1)(a), for “a company” substitute “ an eligible Scottish partnership ”;

(b) omit subsection (1)(b); and

(c) in subsection (1) and (2) omit “or person”.

Interpretation of this Part U.K.

77.—(1) The provisions of this Part have effect together with any other provisions of the Companies Act 2006 having effect for the purposes of those provisions.

(2) Subject to paragraph (1), a term used in a provision of the Companies Act 2006 as applied by this Part which has a meaning given elsewhere in these Regulations has that meaning in this Part.