APPLICATION OF PART 21A COMPANIES ACT 2006
AN LLP’s REGISTER OF PEOPLE WITH SIGNIFICANT CONTROL
Section 790A applies to LLPs, modified so that it reads as follows—
790A This Part is arranged as follows—
(a) Section 790C explains some key terms, including what it means to have “significant control” over an LLP;
(b) Sections 790D to 790K impose duties on LLPs to gather information, and on others to supply information, to enable LLPs to keep the register required by the remainder of this Part;
(c) Section 790M to 790V require LLPs to keep a register, referred to as a register of people with significant control over the LLP, and to make the register available to the public;
(d) Sections 790W to 790ZD give LLPs the option of using an alternative method of record-keeping; and
(e) Sections 790ZF and 790ZG make provision for excluding certain material from the information available to the public.”
Section 790C applies to LLPs with the following modifications.
Read references to a company as references to an LLP.
Subsection (7) is modified so that it reads as follows—
“7 A legal entity is “subject to its own disclosure requirements” if—
(a) this Part applies to it (whether by virtue of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 or otherwise),
(b) it is a DTR5 issuer,
(c) it is a company or other legal entity which has voting shares admitted to trading—
(i) on a regulated market in an EEA State other than the United Kingdom; or
(ii) on a market listed in Schedule 1 to the PSC Regulations.”.
Omit subsection (11).
In subsection (12), omit “and to any modifications prescribed by regulations under this subsection”.
After subsection (12), insert—
“12A Sections 790M(2) to (6) and (8) of the Act are to be read and have effect as if a person within subsection (12) were an individual.
12B “PSC Regulations” means the Register of People with Significant Control Regulations 20166.
12C “Voting shares” means shares (or, in relation to a legal entity which is not a company or an undertaking, interests equivalent to shares) carrying voting rights.
12D For the purposes of subsection (12C), “voting rights” means rights to vote at general meetings of the company or 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.”.
Omit subsections (13) and (14).
Sections 790D to 790J apply to LLPs.
As those provisions apply to LLPs—
read references to a company as references to an LLP;
omit “to which this Part applies” where it occurs;
read references to an officer as references to a designated member;
read section 790D as if subsections (9) and (10) were omitted; and
read section 790E(7) as if for “Subsections (8) to (10) of section 790D applies” there were substituted “Section 790D(8) applies”.
Section 790K applies to LLPs, modified so that it reads as follows—
790K.—(1) The “required particulars” of an individual who is a registrable person are—
(b) a service address,
(c) the country or state (or part of the United Kingdom) in which the individual is usually resident,
(e) date of birth,
(f) usual residential address,
(g) the date on which the individual became a registrable person in relation to the LLP in question,
(h) the nature of his or her control over that LLP (see Schedule 1A of this Act and regulation 7 of, and Schedule 2 to, the PSC Regulations), and
(i) if, in relation to that LLP, restrictions on using or disclosing any of the individual’s PSC particulars (within the meaning of section 790ZG(2)) are in force under Part 7 of the PSC Regulations, that fact.
(2) In the case of a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual, the “required particulars” are—
(b) principal office,
(c) the legal form of the person and the law by which it is governed,
(d) the date on which it became a registrable person in relation to the LLP in question, and
(e) the nature of its control over the LLP (see Schedule 1A and regulation 7 of, and Schedule 2 to, the PSC Regulations).
(3) The “required particulars” of a registrable relevant legal entity are—
(a) corporate or firm name,
(b) registered or principal office,
(c) the legal form of the entity and the law by which it is governed,
(d) if applicable, the register of companies in which it is entered (including details of the state) and its registration number in that register,
(e) the date on which it became a registrable relevant legal entity in relation to the LLP in question, and
(f) the nature of its control over that LLP (see Schedule 1A and regulation 7 of, and Schedule 2 to, the PSC Regulations).
(4) Section 163(2) (particulars of members to be registered: individuals) applies for the purposes of subsection (1).”
Register of people with significant control
Section 790M (1) to (6) applies to LLPs, modified so that it reads as follows—
“Duty to keep register
790M.—(1) An LLP must keep a register of people with significant control over the LLP.
(2) The required particulars of any individual with significant control over the LLP who is “registrable” in relation to the LLP must be entered in the register once all the required particulars of that individual have been confirmed.
(3) The LLP must not enter any of the individual’s particulars in the register until they have all been confirmed.
(4) Particulars of any individual with significant control over the LLP who is “non-registrable” in relation to the LLP must not be entered in the register.
(5) But the required particulars of any entity that is a registrable relevant legal entity in relation to the LLP must be noted in the register once the LLP becomes aware of the entity’s status as such.
(6) If the LLP becomes aware of a relevant change (within the meaning of section 790E) with respect to a registrable person or registrable relevant legal entity whose particulars are stated in the register—
(a) details of the change and the date on which it occurred must be entered in the register, but