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

Regulation 3

SCHEDULE 1 U.K. References to people with significant control over an eligible Scottish partnership

PART 1 U.K. The specified conditions

Introduction U.K.

1.  This Part of this Schedule specifies the conditions at least one of which must be met by an individual (“X”) in relation to an eligible Scottish partnership (“eligible Scottish partnership Y”) in order for the individual to be a person with “significant control” over the eligible Scottish partnership Y.

Ownership of right to surplus assets on a winding up U.K.

2.  The first condition is that X holds, directly or indirectly, the right to more than 25% of any surplus assets M1 in eligible Scottish partnership Y on a winding up.

Marginal Citations

M1 See paragraph 12 for the meaning of “the right to surplus assets of an eligible Scottish partnership on a winding up”.

Ownership of voting rights U.K.

3.  The second condition is that X holds, directly or indirectly, more than 25% of the voting rights M2 in eligible Scottish partnership Y.

Marginal Citations

M2 See paragraph 14 for the meaning of “voting rights”.

Ownership of right to appoint or remove the persons entitled to manage the eligible Scottish partnership U.K.

4.  The third condition is that X holds the right, directly or indirectly, to appoint or remove the majority of the persons who are entitled to take part in the management M3 of eligible Scottish partnership Y.

Marginal Citations

M3 See paragraph 14(4) for the meaning of “entitled to take part in the management” of an eligible Scottish partnership.

Significant influence or control U.K.

5.  The fourth condition is that X has the right to exercise, or actually exercises, significant influence or control over eligible Scottish partnership Y.

Trusts, partnerships etc. U.K.

6.  The fifth condition is that—

(a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person meet any of the other specified conditions (in their capacity as such) in relation to eligible Scottish partnership Y, or would do so if they were individuals, and

(b) X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm.

PART 2 U.K. Holding an interest in an eligible Scottish partnership etc.

Introduction U.K.

7.  This Part of this Schedule specifies the circumstances in which, for the purposes of paragraph (5) or (8) of regulation 3—

(a) a person (“V”) is to be regarded as holding an interest in an eligible Scottish partnership (“eligible Scottish partnership W”);

(b) an interest held by V in eligible Scottish partnership W is to be regarded as held through a legal entity.

Holding an interest U.K.

8.—(1) V holds an interest in eligible Scottish partnership W if—

(a) V holds, directly or indirectly, the right to surplus assets of eligible Scottish partnership W on a winding up,

(b) V holds, directly or indirectly, voting rights in eligible Scottish partnership W,

(c) V holds, directly or indirectly, the right to appoint or remove any of the persons entitled to take part in the management of eligible Scottish partnership W,

(d) V has the right to exercise, or actually exercises, significant influence or control over eligible Scottish partnership W, or

(e) sub-paragraph (2) is satisfied.

(2) This sub-paragraph is satisfied where—

(a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person hold an interest in eligible Scottish partnership W in a way mentioned in sub-paragraph (1)(a) to (d), and

(b) V has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm.

Interests held through a legal entity U.K.

9.—(1) This paragraph applies where V—

(a) holds an interest in eligible Scottish partnership W by virtue of indirectly holding a right, and

(b) does so by virtue of having a majority stake M4 in—

(i) a legal entity (“L”) which holds the right directly, or

(ii) a legal entity that is part of a chain of legal entities such as is described in paragraph 13(1)(b) that includes L.

(2) Where this paragraph applies, V holds the interest in eligible Scottish partnership W—

(a) through L, and

(b) through each other legal entity in the chain mentioned in sub-paragraph (1)(b)(ii).

Marginal Citations

M4 See paragraph 13(2) for the meaning of “majority stake”.

PART 3 U.K. Interpretation of Schedule 1

Introduction U.K.

10.  This Part sets out rules for the interpretation of this Schedule, save that paragraph 17(1) does not apply to the interpretation of paragraph 2.

Joint interests and joint arrangements U.K.

11.—(1) If two or more persons hold a right jointly, each of them is treated for the purposes of this Schedule as holding that right.

(2) If the right held by a person and the right held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.

(3) A “joint arrangement” is an arrangement between the holders of a right that they will exercise all or substantially all the rights conferred by their respective rights jointly in a way that is pre-determined by the arrangement.

(4) “Arrangement” has the meaning given by paragraph 16(3).

The right to surplus assets of an eligible Scottish partnership on a winding up U.K.

12.  To the extent that the holding of a right to any surplus assets of an eligible Scottish partnership on a winding up is not expressly provided for, each partner in the eligible Scottish partnership shall be treated as holding the right to an equal share in any surplus assets on a winding up.

Right held “indirectly” U.K.

13.—(1) A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity—

(a) holds that right, or

(b) is part of a chain of legal entities—

(i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

(ii) the last of which holds that right.

(2) For these purposes, A has a “majority stake” in B if—

(a) A holds a majority of the voting rights in B,

(b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B,

(c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d) A has the right to exercise, or actually exercises, dominant influence or control over B within the meaning of section 1162 of the Companies Act 2006.

(3) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—

(a) a person's appointment as director follows necessarily from that person's appointment as director of the legal entity, or

(b) the directorship is held by the legal entity itself.

(4) In this paragraph—

(a) references to the right to appoint to or remove a majority of the board of directors of a legal entity are to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters, and

(b) references to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity.

Voting rights and the right to appoint or remove persons entitled to take part in management U.K.

14.—(1) A reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters.

(2) In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights—

(a) a reference to exercising voting rights in the entity is to be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company;

(b) a reference to exercising more than 25% of the voting rights in the entity is to read as a reference to exercising the right under the constitution of the entity to block changes to the overall policy of the entity or to the terms of its constitution.

(3) The voting rights in a legal entity are to be reduced by any rights held by the entity itself.

(4) The right to appoint or remove a majority of the persons who are entitled to take part in the management of an eligible Scottish partnership includes the right to appoint or remove those persons who hold a majority of the voting rights at meetings of the management body of the eligible Scottish partnership.

Rights held by nominees U.K.

15.  A right held by a person as nominee for another is to be treated for the purposes of this Schedule as held by the other (and not by the nominee).

Rights treated as held by person who controls their exercise U.K.

16.—(1) Where a person controls a right, the right is to be treated for the purposes of this Schedule as held by that person (and not by the person who in fact holds the right, unless that person also controls it).

(2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only—

(a) by that person,

(b) in accordance with that person's directions or instructions, or

(c) with that person's consent or concurrence.

(3) “Arrangement” includes—

(a) any scheme, agreement or understanding, whether or not it is legally enforceable, and

(b) any convention, custom or practice of any kind.

(4) Something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).

Rights exercisable only in certain circumstances etc. U.K.

17.—(1) Rights that are exercisable only in certain circumstances are to be taken into account only—

(a) when the circumstances have arisen, and for so long as they continue to obtain, or

(b) when the circumstances are within the control of the person having the rights.

(2) But rights that are exercisable by an administrator or by creditors while a legal entity is in relevant insolvency proceedings are not to be taken into account even while the entity is in those proceedings.

(3) “Relevant insolvency proceedings” means—

(a) administration within the meaning of the Insolvency Act 1986 M5 ,

(b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 M6 , or

(c) proceedings under the insolvency law of another country or territory during which an entity's assets and affairs are subject to the control or supervision of a third party or creditor.

(4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.

Marginal Citations

M5 1986 c.45.

M6 S.I. 1989/2405 (N.I. 19).

Rights attached to shares held by way of security U.K.

18.  Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person—

(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person's instructions, and

(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person's interests.

Meaning of “significant influence or control” U.K.

19.  Regard must be had to any guidance on the meaning of “significant influence and control” issued for the purposes of this Schedule by the Secretary of State.

Regulation 15

SCHEDULE 2 U.K. Enforcement of disclosure requirements

Right to issue restrictions notice U.K.

1.—(1) This paragraph applies if—

(a) a notice under regulation 10 (duty to investigate) or 11 (duty to keep information up to date) is served by an eligible Scottish partnership on a person who has a relevant interest in the eligible Scottish partnership, and

(b) the person fails to comply with that notice within the time specified in it.

(2) The eligible Scottish partnership may give the person a notice under this paragraph (a “warning notice”) informing the person that it is proposing to issue the person with a notice (a “restrictions notice”) with respect to the relevant interest.

(3) The eligible Scottish partnership may issue the restrictions notice if, by the end of the period of one month beginning with the day on which the warning notice was given—

(a) the person has not complied with the notice served under regulation 10 or 11, and

(b) the eligible Scottish partnership has not been provided with a valid reason sufficient to justify the person's failure to comply with the notice served under that regulation.

(4) A restrictions notice is issued on a person by sending the notice to the person.

(5) The effect of a restrictions notice is set out in paragraph 3.

(6) In deciding whether to issue a restrictions notice, the eligible Scottish partnership must have regard to the effect of the notice on the rights of third parties in respect of the relevant interest.

Relevant interests U.K.

2.—(1) For the purposes of this Schedule, a person has a relevant interest in an eligible Scottish partnership if the person—

(a) holds any interest in the eligible Scottish partnership,

(b) holds any voting rights in the eligible Scottish partnership, or

(c) holds the right to appoint or remove any of the persons who are entitled to take part in the management of the eligible Scottish partnership.

(2) References to the “relevant interest” are to the interest or right in question.

(3) Parts 2 and 3 of Schedule 1 apply for the interpretation of sub-paragraph (1) save that, where the relevant interest is by virtue of paragraph 15 or 16 of that Schedule treated for the purposes of that Schedule as held by a person other than the person who in fact holds the interest, both the holder and the other person are to be regarded for the purposes of this Schedule as having the relevant interest.

Effect of restrictions notice U.K.

3.—(1) The effect of a restrictions notice issued under paragraph 1 with respect to a relevant interest is as follows—

(a) any transfer of the interest is void,

(b) no rights are exercisable in respect of the interest,

(c) except in a liquidation or a sequestration of the eligible Scottish partnership under the Bankruptcy (Scotland) Act 2016, no payment may be made of sums due from the eligible Scottish partnership in respect of the interest, whether in respect of capital or otherwise.

(2) An agreement to transfer an interest that is subject to the restriction in sub-paragraph (1)(a) is void.

(3) Sub-paragraph (2) does not apply to an agreement to transfer the interest on the making of an order under paragraph 7 made by virtue of sub-paragraph (3)(b) of that paragraph (removal of restrictions in case of court-approved transfer).

(4) An agreement to transfer any associated right (otherwise than in a liquidation) is void.

(5) Sub-paragraph (4) does not apply to an agreement to transfer any such right on the making of an order under paragraph 7 made by virtue of sub-paragraph (3)(b) of that paragraph (removal of restrictions in case of court-approved transfer).

(6) An “associated right”, in relation to a relevant interest, is a right to receive payment of any sums due from the eligible Scottish partnership in respect of the relevant interest.

(7) The provisions of this paragraph are subject to any directions given under paragraph 4.

Protection of third party rights U.K.

4.—(1) The court may give a direction under this paragraph if, on application by any person aggrieved, the court is satisfied that a restrictions notice issued by the eligible Scottish partnership under paragraph 1 unfairly affects the rights of third parties in respect of the relevant interest.

(2) The direction is given for the purpose of protecting those third party rights.

(3) The direction is a direction that certain acts will not constitute a breach of the restrictions placed on the relevant interest by the restrictions notice.

(4) An order containing a direction under this paragraph—

(a) must specify the acts that will not constitute a breach of the restrictions, and

(b) may confine the direction to cases where those acts are done by persons, or for purposes, described in the order.

(5) The direction may be given subject to such terms as the court thinks fit.

Breach of restrictions U.K.

5.—(1) A person commits an offence if the person does anything listed in sub-paragraph (2) knowing that the interest is subject to restrictions.

(2) The things are—

(a) exercising or purporting to exercise any right to dispose of a relevant interest,

(b) exercising or purporting to exercise any right to dispose of any right to be issued with a relevant interest, or

(c) voting in respect of a relevant interest (whether as holder of the interest or as proxy) or appointing a proxy to vote in respect of a relevant interest.

(3) A person who has a relevant interest that the person knows to be subject to restrictions commits an offence if the person—

(a) knows a person to be entitled (apart from the restrictions) to vote in respect of the interest, whether as holder or as proxy,

(b) does not know the person to be aware of the fact that the interest is subject to restrictions, and

(c) fails to notify the person of that fact.

(4) A person commits an offence if the person—

(a) either has a relevant interest that the person knows to be subject to restrictions or is entitled to an associated right, and

(b) enters in that capacity into an agreement that is void by virtue of paragraph 3(2) or (4).

(5) References in this Schedule to an interest being “subject to restrictions” are to an interest being subject to restrictions by virtue of a restrictions notice under paragraph 1.

6.—(1) A person guilty of an offence under paragraph 5 is liable— U.K.

(a) on conviction on indictment, to a fine;

(b) on summary conviction—

(i) in England and Wales, to a fine,

(ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.

(2) The provisions of paragraph 5 are subject to any direction given under paragraph 4 or 7.

Relaxation of restrictions U.K.

7.—(1) An application may be made to the court for an order directing that the relevant interest cease to be subject to restrictions.

(2) An application for an order under this paragraph may be made by the eligible Scottish partnership in question or by any person aggrieved.

(3) The court must not make an order under this paragraph unless—

(a) it is satisfied that the information required by the notice served under regulation 10 or 11 has been disclosed to the eligible Scottish partnership and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or

(b) the relevant interest is to be transferred for valuable consideration and the court approves the transfer.

(4) An order under this paragraph made by virtue of sub-paragraph (3)(b) may continue, in whole or in part, the restriction mentioned in paragraph 3(1)(c) so far as it relates to a right acquired or offer made before the transfer.

(5) Where any restrictions continue in force under sub-paragraph (4)—

(a) an application may be made under this paragraph for an order directing that the relevant interest cease to be subject to those restrictions, and

(b) sub-paragraph (3) does not apply in relation to the making of such an order.

Orders for sale U.K.

8.—(1) The court may order that the relevant interest subject to restrictions be sold subject to the court's approval as to the sale.

(2) An application for an order under sub-paragraph (1) may only be made by the eligible Scottish partnership in question.

(3) If the court makes an order under this paragraph, it may make such further order relating to the sale or transfer of the interest as it thinks fit.

(4) An application for an order under sub-paragraph (3) may be made—

(a) by the eligible Scottish partnership in question,

(b) by the person appointed by or in pursuance of the order to effect the sale, or

(c) by any person with an interest in the relevant interest.

(5) On making an order under sub-paragraph (1) or (3), the court may order that the applicant's costs (in Scotland, expenses) be paid out of the proceeds of sale.

9.—(1) If a relevant interest is sold in pursuance of an order under paragraph 8, the proceeds of the sale, less the costs of the sale, must be paid into court for the benefit of those who are beneficially interested in the relevant interest. U.K.

(2) A person who is beneficially interested in the relevant interest may apply to the court for the whole or part of those proceeds to be paid to that person.

(3) On such an application, the court must order the payment to the applicant of—

(a) the whole of the proceeds of sale together with any interest on the proceeds, or

(b) if another person was also beneficially interested in the relevant interest at the time of the sale, such proportion of the proceeds (and any interest) as the value of the applicant's interest bears to the total value of the relevant interest.

(4) If the court has ordered under paragraph 8 that the costs (in Scotland, expenses) of an applicant under that paragraph are to be paid out of the proceeds of sale, the applicant is entitled to payment of those costs (or expenses) out of the proceeds before any person receives any part of the proceeds under this paragraph.

The power of an eligible Scottish partnership to withdraw restrictions notice U.K.

10.  An eligible Scottish partnership that issues a person with a restrictions notice under paragraph 1 must by notice withdraw the restrictions notice if—

(a) it is satisfied that there is a valid reason sufficient to justify the person's failure to comply with the notice served under regulation 10 or 11,

(b) the notice served under regulation 10 or 11 is complied with,

(c) it discovers that the rights of a third party in respect of the relevant interest are being unfairly affected by the restrictions notice, or

(d) being a Scottish qualifying partnership, it delivers a notice to the registrar under regulation 8(1) (effect of a Scottish partnership ceasing to be a qualifying partnership).

Content of a warning notice U.K.

11.  A warning notice given under paragraph 1 of this Schedule must—

(a) specify the date on which the warning notice is given;

(b) be accompanied by a copy of the notice given under regulation 10 or 11 to which the warning notice relates;

(c) identify the addressee's relevant interest in the eligible Scottish partnership by reference to the right in question;

(d) state that the eligible Scottish partnership will consider reasons provided to it as to why the addressee failed to comply with the notice given under regulation 10 or 11;

(e) explain the effect of a restrictions notice; and

(f) state that, by virtue of a restrictions notice, certain acts or failures to act may constitute an offence.

Content of a restrictions notice U.K.

12.  A restrictions notice issued under paragraph 1 of this Schedule must—

(a) specify the date on which the restrictions notice is issued;

(b) be accompanied by a copy of the warning notice which preceded the restrictions notice;

(c) identify the addressee's relevant interest in the eligible Scottish partnership by reference to the right in question;

(d) explain the effect of the restrictions notice;

(e) state that, by virtue of the restrictions notice, certain acts or failures to act may constitute an offence; and

(f) state that an aggrieved person may apply to the court for an order directing that the relevant interest cease to be subject to restrictions.

Failure to comply with a regulation 10 or 11 notice: valid reason U.K.

13.  An eligible Scottish partnership must take into account any incapacity of the addressee of a notice given under regulation 10 or 11 in deciding what counts as a “valid reason” sufficient to justify the addressee's failure to comply with the notice.

Withdrawal of a restrictions notice U.K.

14.  Where an eligible Scottish partnership is required to withdraw a restrictions notice under paragraph 10 of this Schedule by notice (a “withdrawal notice”), the withdrawal notice must—

(a) be given within the period of 14 days beginning with the day the eligible Scottish partnership became required to withdraw the restrictions notice under that paragraph;

(b) specify the date on which the withdrawal notice is given;

(c) identify the addressee's relevant interest in the eligible Scottish partnership by reference to the right in question; and

(d) state that the relevant interest is no longer subject to restrictions.

Offences for failing to comply with notices U.K.

15.—(1) A person to whom a notice under regulation 10 or 11 is addressed commits an offence if the person—

(a) fails to comply with the notice, or

(b) in purported compliance with the notice—

(i) makes a statement that the person knows to be false in a material particular, or

(ii) recklessly makes a statement that is false in a material particular.

(2) Where the person is a legal entity, an offence is also committed by every officer of the entity who is in default.

(3) A person does not commit an offence under sub-paragraph (1)(a) (or sub-paragraph (2) as it applies in relation to that sub-paragraph) if the person proves that the requirement to give information was frivolous or vexatious.

(4) A person guilty of an offence under this paragraph 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 to 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).

Offences for failing to provide information U.K.

16.—(1) A person commits an offence if the person—

(a) fails to comply with a duty under regulation 14 or 15, or

(b) in purported compliance with such a duty—

(i) makes a statement that the person knows to be false in a material particular, or

(ii) recklessly makes a statement that is false in a material particular.

(2) Where the person is a legal entity, an offence is also committed by every officer of the entity who is in default.

(3) A person guilty of an offence under this paragraph 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 to 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).

Regulation 18

SCHEDULE 3 U.K. Statements required as to the nature of control

PART 1 U.K. First Condition

1.  A statement that the person holds, directly or indirectly, the right to more than 25% but not more than 50% of the surplus assets of the eligible Scottish partnership on a winding up. U.K.

2.  A statement that the person holds, directly or indirectly, the right to more than 50% but less than 75% of the surplus assets of the eligible Scottish partnership on a winding up. U.K.

3.  A statement that the person holds, directly or indirectly, the right to 75% or more of the surplus assets of the eligible Scottish partnership on a winding up. U.K.

PART 2 U.K. Second Condition

4.  A statement that the person holds, directly or indirectly, more than 25% but not more than 50% of any voting rights in the eligible Scottish partnership. U.K.

5.  A statement that the person holds, directly or indirectly, more than 50% but less than 75% of any voting rights in the eligible Scottish partnership. U.K.

6.  A statement that the person holds, directly or indirectly, 75% or more of any voting rights in the eligible Scottish partnership. U.K.

PART 3 U.K. Third Condition

7.  A statement that the person holds the right, directly or indirectly, to appoint or remove a majority of the persons who are entitled to take part in the management of the eligible Scottish partnership. U.K.

PART 4 U.K. Fourth Condition

8.  A statement that the person has the right to exercise, or actually exercises, significant influence or control over the eligible Scottish partnership. U.K.

PART 5 U.K. Fifth Condition and Trusts

9.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, the right to more than 25% but not more than 50% of any surplus assets of the eligible Scottish partnership on a winding up.

10.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, the right to more than 50% but less than 75% of any surplus assets of the eligible Scottish partnership on a winding up.

11.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, the right to 75% or more of any surplus assets of the eligible Scottish partnership on a winding up.

12.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of any voting rights in the eligible Scottish partnership.

13.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of any voting rights in the eligible Scottish partnership.

14.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of any the voting rights in the eligible Scottish partnership.

15.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the persons who are entitled to take part in the management of the eligible Scottish partnership.

16.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the eligible Scottish partnership.

PART 6 U.K. Fifth Condition and Firms

17.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, the right to more than 25% but not more than 50% of any surplus assets of the eligible Scottish partnership on a winding up.

18.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, the right to more than 50% but less than 75% of any surplus assets of the eligible Scottish partnership on a winding up.

19.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, the right to 75% or more of any surplus assets of the eligible Scottish partnership on a winding up.

20.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of any voting rights in the eligible Scottish partnership.

21.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of any voting rights in the eligible Scottish partnership.

22.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of any voting rights in the eligible Scottish partnership.

23.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of persons who are entitled to take part in the management of the eligible Scottish partnership.

24.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the eligible Scottish partnership.

PART 7 U.K. Interpretation of Schedule 3

25.  In this Schedule— U.K.

(a) paragraph 12 of Schedule 1 has effect in relation to references to the right to surplus assets on the winding up of an eligible Scottish partnership;

(b) paragraph 14 of Schedule 1 has effect in relation to references to voting rights in an eligible Scottish partnership and to persons who are entitled to take part in the management of an eligible Scottish partnership;

(c) paragraph 19 of Schedule 1 has effect in relation to references to significant influence or control over an eligible Scottish partnership.

Regulation 42

SCHEDULE 4 U.K. Specified public authorities

• — The Bank of England;

• — the Charity Commission;

• — the Charity Commission for Northern Ireland;

• — the Commissioners for Her Majesty's Revenue and Customs;

• — the Competition and Markets Authority;

• — the Crown Office and Procurator Fiscal Service;

• — the Director of Public Prosecutions;

• — the Director of Public Prosecutions for Northern Ireland;

• — the Financial Conduct Authority;

• — the Food Standards Agency;

• — the Gas and Electricity Markets Authority;

• — the Gambling Commission;

• — the Gangmasters Licensing Authority;

• — the Government Communications Headquarters;

• — the Health and Safety Executive;

• — the Health and Safety Executive for Northern Ireland;

• — the Marine Management Organisation;

• — the Minister for the Cabinet Office;

• — the National Crime Agency;

• — the Northern Ireland Authority for Utility Regulation;

• — any Northern Ireland Department;

• — the Office of Communications;

• — the Office of the Information Commissioner;

• — the Office for Nuclear Regulation;

• — the Office of the Scottish Charity Regulator;

• — the Official Receiver for Northern Ireland;

• — the Panel on Takeovers and Mergers;

• — the Pensions Regulator;

• — the Prudential Regulation Authority;

• — the Registry of Credit Unions and Industrial and Provident Societies for Northern Ireland;

• — the Regulator of Community Interest Companies;

• — the Scottish Housing Regulator;

• — the Scottish Ministers;

• — the Security Industry Authority;

• — the Secret Intelligence Service;

• — the Secretary of State;

• — the Security Service;

• — the Serious Fraud Office;

• — the Treasury;

• — the Treasury Solicitor;

• — the Welsh Ministers;

• — a local authority within the meaning of section 54(2) of the Companies Act 2006;

• — an official receiver appointed under section 399 of the Insolvency Act 1986 M7 (appointment, etc., of official receivers);

• — a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986 (meaning of “act as an insolvency practitioner”) or article 3 of the Insolvency (Northern Ireland) Order 1989 M8 (“act as an insolvency practitioner”);

• — an inspector appointed under Part 14 of the Companies Act 1985 M9 (investigation of companies and their affairs: requisition of documents) or a person appointed under regulation 30 of the Open-Ended Investment Companies Regulations 2001 M10 (power to investigate) or regulation 30 of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 M11 ;

• — any person authorised to exercise powers under section 447 of the Companies Act 1985 (power to require documents and information), or section 84 of the Companies Act 1989 M12 (exercise of powers by partners, etc.);

• — any person exercising functions conferred by Part 6 of the Financial Services and Markets Act 2000 M13 (official listing);

• — a person appointed to make a report under section 166 or 166A (reports by skilled persons) of the Financial Services and Markets Act 2000 M14 ;

• — a person appointed to conduct an investigation under section 167 (appointment of persons to carry out general investigations) or 168(3) or (5) (appointment of persons to carry out investigations in particular cases) of the Financial Services and Markets Act 2000;

• — a person appointed under section 284 (power to investigate) of the Financial Services and Markets Act 2000;

• — a police force within the meaning of section 101(1) of the Police Act 1996 M15 ;

• — the Police Service of Northern Ireland;

• — the Police Service of Scotland;

• — the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979 M16 ) exercising functions under the Estate Agents Act 1979.

Marginal Citations

M7 1986 c.45.

M8 S.I. 1989/2405; relevant amending instruments are S.I. 2002/223 and 2002/334.

M9 1985 c.6.

M10 S.I. 2001/1228; relevant amending instruments are S.I. 2009/553, 2010/22, 2011/1265, 2011/3049 and 2013/472.

M11 S.I. 2004/335, amended by S.I. 2013/472; there are other amending instruments but none is relevant.

M12 1989 c.40.

M13 2000 c.8.

M14 Section 166A was inserted by paragraph 6 of Schedule 12 to the Financial Services Act 2012 (c.21).

M15 1996 c.16; section 101(1) was amended by section 96(2) of the Police Reform and Social Responsibility Act 2011 (c.13).

M16 1979 c.38; the definition of “lead enforcement authority” was inserted by paragraph 1(11)(c) of Schedule 2(1) to the Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading's Functions in relation to Estate Agents etc.) Order 2014/631.

Regulations 42 and 45

SCHEDULE 5 U.K. Conditions for permitted disclosure

PART 1 U.K. Disclosure to Specified Public Authorities

1.  The specified public authority has delivered to the registrar a statement that it intends to use the information only for the purpose of facilitating the carrying out by that specified public authority of a public function (“the permitted purpose”). U.K.

2.  Subject to paragraph 3, the specified public authority has delivered to the registrar a statement that, where it supplies a copy of the information to a processor for the purpose of processing the information for use in respect of the permitted purpose, the specified public authority will— U.K.

(a) ensure that the processor is one who carries on business [F1 in the United Kingdom or] in the European Economic Area;

(b) require that the processor does not transmit the information outside the [F2 area comprising the United Kingdom and the European Economic Area]; and

(c) require that the processor does not disclose the information except to that specified public authority or an employee of that specified public authority.

Textual Amendments

F1 Words in Sch. 5 para. 2(a) inserted (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. 18(a)(i) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

F2 Words in Sch. 5 para. 2(b) 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. 18(a)(ii) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

3.  Paragraph 2 does not apply where the specified public authority is the National Crime Agency, Secret Intelligence Service, Security Service or Government Communications Headquarters. U.K.

4.  The specified public authority has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information. U.K.

5.  The specified public authority has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part of this Schedule. U.K.

PART 2 U.K. Disclosure to a Credit Institution or a Financial Institution

6.— [F3 (1)]  The credit institution or financial institution, referred to in this Part as the “relevant institution,” maintains appropriate procedures to ensure that— U.K.

(a) an independent person can investigate and audit the measures maintained by the relevant institution for the purpose of ensuring the security of any information disclosed to that institution; and

[F4 (b) for the purposes of ensuring that it complies with its [F5 obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018)].]

F6 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F3 Sch. 5 para. 6(1): Sch. 5 para. 6 renumbered as Sch. 5 para. 6(1) (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 420(2) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F4 Sch. 5 para. 6(1)(b) substituted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 420(3) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F5 Words in Sch. 5 para. 6(1)(b) 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. 18(b)(i) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

F6 Sch. 5 para. 6(2) omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 2 para. 18(b)(ii) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

7.  The relevant institution has delivered to the registrar a statement confirming that it is a credit institution or a financial institution, as the case may be, and that it meets the conditions in paragraph 6. U.K.

8.  The relevant institution has delivered to the registrar a statement that it intends to use information only for the purpose of applying customer due diligence measures to the eligible Scottish partnership to which the secured information relates, in compliance with the institution's obligations under Part 3 (customer due diligence) of the 2017 Money Laundering Regulations. U.K.

9.  The relevant institution has delivered to the registrar a statement that confirms the name and registered number of the eligible Scottish partnership in respect of which it is required to apply customer due diligence measures under the 2017 Money Laundering Regulations. U.K.

10.  The relevant institution has delivered to the registrar a statement that it intends to take delivery of and to use the information only in the United Kingdom F7 .... U.K.

Textual Amendments

F7 Words in Sch. 5 para. 10 omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 2 para. 18(c) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

11.  The relevant institution has delivered to the registrar a statement that it will, where it supplies a copy of the information to a processor for the purpose of processing the information for use in respect of the purpose referred to in paragraph 8— U.K.

(a) ensure that the processor is one who carries on business in the [F8 United Kingdom];

(b) require that the processor does not transmit the information outside the [F9 United Kingdom]; and

(c) require that the processor does not disclose the information except to that institution.

Textual Amendments

F8 Words in Sch. 5 para. 11(a) 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. 18(d) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

F9 Words in Sch. 5 para. 11(b) 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. 18(d) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

12.  The relevant institution has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information. U.K.

13.  The relevant institution has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part of this Schedule. U.K.

PART 3 U.K. Interpretation of Schedule 5

14.  In this Schedule— U.K.

(a) “processor” means any person who provides a service which consists of putting information into data form or processing information in data form and any reference to a processor includes a reference to the processor's employees;

(b) “public function” includes—

(i) any function conferred by or in accordance with any provision contained in any enactment M17 ;

F10 (ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(iii) any similar function conferred on persons by or under provisions having effect as part of the law of a country or territory outside the United Kingdom; and

(iv) any function exercisable in relation to the investigation of any criminal offence or for the purpose of any criminal proceedings;

(c) any reference to an employee of any person who has access to information includes any person working or providing services for the purposes of that person or employed by or on behalf of, or working for, any person who is so working or who is supplying such a service; and

(d) any reference to the disclosure for the purpose of facilitating the carrying out of a public function includes disclosure in relation to, and for the purpose of, any proceedings whether civil, criminal or disciplinary in which the specified public authority engages while carrying out its public functions.

Textual Amendments

F10 Sch. 5 para. 14(b)(ii) omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 2 para. 18(e) (with Sch. 4 para. 5) (as amended by S.I. 2020/523, regs. 1(2), 20); 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

M17 See section 1293 of the Companies Act 2006 for the meaning of “enactment”; section 1293 was amended by section 90(4) of the Small Business, Enterprise and Employment Act 2015 (c.26).

Regulation 81

SCHEDULE 6 U.K. New Schedule to the Limited Partnerships (Forms) Rules 2009

Rule 3

“SCHEDULE U.K. Forms to be used for the purposes of the Limited Partnerships Act 1907

PART I U.K. Form for Registration of Limited Partnerships in England, Wales and Northern Ireland

PART 2 U.K. Form for Registration of Limited Partnerships in Scotland

PART 3 U.K. Form for Registering Changes to Limited Partnerships

PART 4 U.K. Form for Registration of Limited Partnerships to be Designated as Private Fund Limited Partnerships in England, Wales and Northern Ireland

PART 5 U.K. Form for Registration of Limited Partnerships to be Designated as Private Fund Limited Partnerships in Scotland

PART 6 U.K. Form for Designation of Existing Limited Partnerships as Private Fund Limited Partnerships

”