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The New PSC Register And Scottish Limited Partnerships – Whose Details Need To Be Disclosed?

The New PSC Register And Scottish Limited Partnerships – Whose Details Need To Be Disclosed?

Lila Gailling

The Register of People with Significant Control (“PSC register”) 

Beginning 6 April 2016, the Government is requiring companies and LLPs to keep a new register listing details of those people who control them.  These new rules stem from the Government’s commitment at the G8 summit in 2013 to enhance corporate transparency and tackle the misuse of companies.  

Limited partnerships will not be required to maintain a PSC register.

However, the new rules may affect a limited partnership where it holds shares or rights in a UK portfolio company.  In that case, the individuals or entities who control the limited partnership may be required to disclose their details on the company’s PSC register. 

Portfolio companies will be making enquiries to find out who has control over Scottish limited partnerships (“SLPs”) as they have a duty to take reasonable steps to obtain the information they need to record on their PSC register.  A PSC risks being convicted of a criminal offence if it does not provide the required information to the company or if it does not identify itself to the company concerned where it knows or ought reasonably to know that it is a PSC. There are no defences available to a PSC for an inadvertent breach of its obligations.

Like their English counterparts, the details of the SLP would not be entered on the portfolio company’s PSC register.  In relation to SLPs, it would be the entity or individual who exercises dominant influence or control over the SLP whose details are disclosed.  In most cases, this will be the general partner of the SLP.  If that GP is a UK company or LLP, it in turn will have an obligation to maintain its own PSC register, and the person(s) with significant control over that GP will have their details entered on the GP’s register.

PSC

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GP (UK Co or LLP)

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SLP

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UK portfolio company

If the GP is an overseas entity, then unless that entity has disclosure requirements under other specified regimes, the underlying UK portfolio company would need to find out who exercises control over that overseas entity and those details would be included in the PSC register of the underlying portfolio company.

The details that would be entered in a company’s PSC register will include the individual’s name, service address and date of birth and these details will be put on a public register starting 30 June 2016.

If you are a limited partner, you should not normally be affected as limited partners do not usually exercise dominant influence or control over an SLP nor do they typically take part in the management of its business.  

This is not the end of the story for SLPs as the Government has said that the requirement to maintain a PSC register will be extended to SLPs in 2017.  

For an in-depth look at the new regime under the Small Business, Enterprise and Employment Act 2015, including who PSCs are and the relevant filing obligations, please see the Burness Paull client guide.  You can request a copy of this guide by emailing Gary Gray, Head of Company Secretarial Services.

Lila Gailling

Professional Support Lawyer

LChalmers