On 6 April 2016, the PSC requirement was introduced which required a company or limited liability partnership (LLP) to disclose a register of people who have ‘significant control’ over the entity. The scope has now been extended to capture Scottish Limited Partnerships (SLPs) and Scottish Qualifying Partnerships (SQPs). A SQP is a partnership with solely corporate partners.
All SLPs and SQPs incorporated before 24 July 2017 have up until 7 August 2017 to provide Companies House with details of their people of significant control (PSCs). Any SLPs and SQPs incorporated on or after 24 July 2017 will be required to provide details of their PSCs at the time of incorporation.
Both Partnerships will then be required to notify Companies House of any subsequent changes to their PSC information within 14 days of the change occurring. On an annual basis a confirmation statement will need to be submitted to confirm the PSC information has remained unchanged.
Who is the PSC?
A SLP & SQP can have more than one PSC but each must meet one of the following conditions:
- directly or indirectly hold the right to more than 25% of the surplus assets on the winding up of the SQP/SLP;
- directly or indirectly hold more than 25% of the voting rights in the SQP/SLP;
- directly or indirectly hold the right to appoint or remove the majority of those entitled to take part in the management of the SQP/SLP;
- otherwise has the right to exercise, or actually exercising, significant influence or control over the SQP/SLP;
- has the right to exercise or actually exercises, significant influence or control over the activities of a trust and the trustees of the trust hold, directly or indirectly, any of the rights set in the first four points above;
- has the right to exercise or actually exercises, significant influence or control over the activities of a firm and the members of the firm hold, directly or indirectly, any of the rights set in the first four points above.
Broadly, for a SLP & SQP the PSC will be the general partner, the manager and/or any limited partner with an interest of more than 25%.
Restricting the disclosure of PSC Information
Under certain circumstances, a PSC of a SLP or SQP can apply to the registrar to restrict the disclosure of certain information. A limited number of situations whereby a restriction of information may be applicable are as follows:
- Where activities of certain SLPs and SQPs may place their PSCs, or someone who lives with them, at serious risk of violence or intimidation;
- Where certain characteristics or personal attributes of a PSC when associated with a partnership could put them, or someone who lives with them at risk.
Ultimately, whether an application to restrict your PSC information is successful will depend on your individual circumstances. Applications must be submitted to the Registrar of Companies as soon as possible to enable the application to be assessed before 7 August 2017. Each application to restrict the disclosure of PSC information costs £100.
At Arnold Hill & Co LLP, we have a dedicated team of Company Secretaries who have been exposed to PSC requirements since the rules were first introduced in April 2016. If you require any assistance with determining who the PSCs are or support with submitting information to Companies House, in order to avoid any possible late penalties, then please get in contact with us.
The information in this article is believed to be factually correct at the time of writing and publication, but is not intended to constitute advice. No liability is accepted for any loss howsoever arising as a result of the contents of this article. Specific advice should be sought before entering into, or refraining from entering into any transaction.