The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (the “Regulations”) were published and came into force yesterday, 26 June 2017 although, as set out below, in most cases the effective date by which action must be taken will be no earlier than 7 August 2017. Although the changes have been planned for some time, this is the first detail we have had.
The Regulations will apply to all Scottish limited partnerships (“SLPs”) and will require every SLP to deliver to Companies House information relating to people with significant control (“PSCs”) in relation to the SLP, in much the same way as is already the case in relation to companies and LLPs throughout the UK.
SLPs which are in existence before 24 July 2017 must deliver to the Registrar of Companies details of any PSCs by 7 August 2017 or, if later, 14 days after details of the relevant PSCs are confirmed to the SLP though if those details remain unconfirmed a holding statement to that effect may have to be made.
With effect from 24 July 2017 new SLPs will have to deliver details of PSCs at the time of first registration.
Thereafter there will be an obligation to notify changes in the PSC position within 14 days of the changes taking place. In addition, there will be an obligation to submit an annual confirmation of the PSC position.
Broadly, in relation to most SLPs which are in conventional terms, PSCs could include:
- the general partner (although probably not any second, sleeping general partner);
- any manager/operator; and
- any limited partner whose interest in the partnership represents more than 25% of total interests.
It is therefore likely that on initial registration of an SLP, the PSCs will be the initial general partner and the initial limited partner. As limited partners are admitted, there may be a period of fluidity in the identity of the PSCs since at the outset there will be a greater likelihood of a limited partner having more than a 25% interest in the SLP.
If a PSC is something other than an individual or a UK company or LLP (both entities already subject to the PSC regime) it may be necessary to enquire further to establish the identity of the ultimate PSC, if any. In relation to limited partners which are PSCs, it may well be that KYC information obtained at the time of admission will be sufficient.