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

Key terms U.K.

3.—(1) This regulation sets out some key terms used in these Regulations.

(2) An “eligible Scottish partnership” is—

(a) a limited partnership registered in Scotland (a “Scottish limited partnership”), or

(b) a general partnership constituted under the law of Scotland, during any period in which it is a qualifying partnership (a “Scottish qualifying partnership”).

(3) Where these Regulations provide that an offence is committed by every officer of a partnership or body corporate who is in default—

(a) “officer” includes—

(i) any partner in the partnership or director of the body corporate, and

(ii) any manager, secretary or similar officer;

(b) an officer is “in default” for the purposes of the provision if the officer authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention;

(c) a partnership or a body corporate which is an officer of the partnership or body corporate does not commit an offence as an officer in default unless one of its officers is in default; the officer in question also commits the offence and is liable to be proceeded against and punished accordingly.

(4) References to a person with or having “significant control” over an eligible Scottish partnership are to an individual who meets one or more of the specified conditions.

(5) Individuals with significant control over an eligible Scottish partnership are either “registrable” or “non-registrable” in relation to the eligible Scottish partnership—

(a) they are “non-registrable” if they do not hold any interest in the eligible Scottish partnership except through one or more other legal entities over each of which they have significant control and—

(i) as respects any right in the eligible Scottish partnership which they hold indirectly as described in paragraph 9(1)(b)(i) of Schedule 1, the legal entity through which the right is held is a relevant legal entity in relation to the eligible Scottish partnership; and

(ii) as respects any right in the eligible Scottish partnership which they hold indirectly as described in paragraph 9(1)(b)(ii) of Schedule 1, at least one of the legal entities in the chain is a relevant legal entity in relation to the eligible Scottish partnership;

(b) otherwise, they are “registrable”,

and references to a “registrable person” in relation to an eligible Scottish partnership are to an individual with significant control over the eligible Scottish partnership who is registrable in relation to that eligible Scottish partnership.

(6) In relation to an eligible Scottish partnership, a legal entity is a “relevant legal entity” if—

(a) it would have come within the definition of a person with significant control over the eligible Scottish partnership if it had been an individual, and

(b) it is subject to its own disclosure requirements, as specified in paragraph (7).

(7) A legal entity is subject to its own disclosure requirements if—

(a) it is an eligible Scottish partnership;

(b) Part 21A of the Companies Act 2006 applies to it, whether by virtue of section 790B of that Act or another enactment that extends the application of that Part;

(c) it has voting shares M1 admitted to trading on a [F1 UK regulated market or an EU regulated market]; or

(d) it has voting shares admitted to trading on a market listed in Schedule 1 to the Register of People with Significant Control Regulations 2016 M2 .

(8) A relevant legal entity is either “registrable” or “non-registrable” in relation to an eligible Scottish partnership—

(a) it is “non-registrable” if it does not hold any interest in the eligible Scottish partnership except through one or more other legal entities in relation to each of which it would come within the definition of a person with significant control if it were an individual, and—

(i) as respects any right in the eligible Scottish partnership which it holds indirectly as described in paragraph 9(1)(b)(i) of Schedule 1, the legal entity through which the right is held is a relevant legal entity in relation to the eligible Scottish partnership; and

(ii) as respects any right in the eligible Scottish partnership which it holds indirectly as described in paragraph 9(1)(b)(ii) of Schedule 1, at least one of the legal entities in the chain is a relevant legal entity in relation to the eligible Scottish partnership;

(b) otherwise, it is “registrable”,

and references to a “registrable relevant legal entity” in relation to an eligible Scottish partnership are to a relevant legal entity which is registrable in relation to that eligible Scottish partnership.

(9) For the purposes of paragraphs (5) and (8)—

(a) whether a person—

(i) holds an interest in an eligible Scottish partnership, or

(ii) holds that interest through another legal entity

is to be determined in accordance with Part 2 of Schedule 1; and

(b) whether a person has significant control over that other legal entity is to be determined in accordance with paragraph (3) and Part 1 of Schedule 1, reading references in those provisions to the eligible Scottish partnership as references to that other entity.

(10) Paragraphs (3) and (5) are to be read and have effect as if each of the following were an individual, even if they are legal persons under the laws by which they are governed—

(a) a corporation sole,

(b) a government or government department of a country or territory or a part of a country or territory,

(c) an international organisation whose members include two or more countries or territories (or their governments),

(d) a local authority or local government body in the United Kingdom or elsewhere.

(11) For the purposes of paragraph (7)(c) and (d)—

“voting shares” means shares carrying voting rights;

“voting rights” means rights to vote at general meetings of the legal entity in question, including rights that arise only in certain circumstances, and in relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights, a reference to voting rights is to be read as a reference to rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company.

[F2 (12) In paragraph (7), “UK regulated market” and “EU regulated market” have the meanings given in Article 2.1.13A and 2.1.13B respectively 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]

Textual Amendments

F1 Words in reg. 3(7)(c) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 2 para. 17(a); 2020 c. 1, Sch. 5 para. 1(1)

F2 Reg. 3(12) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 2 para. 17(b); 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

M1 See paragraph (11) for the meaning of “voting shares”.

M2 S.I. 2016/339.