PSC definition

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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

Company records—rights to inspect and request copies—checklist

Company records—rights to inspect and request copies—checklist The Companies Act 2006 (CA 2006) specifies the rights of members (and in a number of cases, non-members) to inspect and request copies of certain types of company records. Set out below are the types of company records to which members and other persons have rights to inspect and/or request copies. CA 2006, s 1136 and the Companies (Company Records) Regulations 2008, SI 2008/3006 set out further procedural requirements and in respect of rights to inspection and requests for copies of company records. See Practice Notes: Company records—members' resolutions and directors' minutes and Location, inspection and copying of company records under the Companies (Company Records) Regulations 2008. Company record Section of CA 2006 Right to inspection Right to copies The register of members CA 2006, ss 114–116 YMembers—free of chargeAny other person—prescribed fee YOn payment of such fee as may be prescribed The historic register of members CA 2006, s 128D YMembers—free of chargeAny other person—on payment of such fee...

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Maintaining the PSC register—flowchart

Maintaining the PSC register—flowchart View or print a full size PDF version: The flowchart summarises the main steps for a typical company in identifying people with significant control (PSCs) or relevant legal entities (RLEs) so as to update the company’s PSC register and provide details to the Registrar of Companies in relation to the central register. Note however that eligible Scottish partnerships (which are covered by the PSC regime) are not required to keep a PSC register of their own but are only required to deliver PSC information to Companies House for the central register. One of the corporate forms covered by the PSC regime until the end of the Brexit transition period was the Societas Europaea (SE). However any SE still registered in the UK at the end of transition period automatically converted into a UK Societas. For further details on the conversion of SEs to UK Societas see Practice Note: UK Societas. The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received

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PSC register—training materials

PSC register—training materials STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Corporate transparency reform—changes to the PSC regime, Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023. These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to the people with significant control (PSC) regime and the requirement for companies and LLPs to maintain a register of such people (PSC register)....

Setting up a corporate joint venture—initial considerations

Setting up a corporate joint venture—initial considerations Joint venture The term joint venture has no specific legal meaning under UK law. It is essentially a commercial arrangement between two or more parties who agree to pool their resources for the purpose of accomplishing an intended project (or other business activity) and share the resulting rewards. It describes many different types of situations that range from structural arrangements that create or change the economic control of a legal entity, such as joint venture companies or partnerships, to non-structural arrangements such as contractual joint projects and informal (undocumented) collaborations. A joint venture can be formed for one specific project, period or a continuing business relationship. Joint ventures are used in a variety of sectors. There are a variety of reasons why parties may consider forming a joint venture to pursue a project or business, such as: • they lack the necessary knowledge, expertise, technology, resources and/or funding • by sharing the requirement to provide funding, they thereby reduces the financial risk...

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CDD beneficial ownership discrepancy report form

CDD beneficial ownership discrepancy report form 1 Instructions on completing this form If during the course of completing Client Due Diligence (CDD) checks or through ongoing monitoring obligations after a business relationship has been established, you discover a material discrepancy between the beneficial ownership information the [customer OR client] provides to you and the information on the relevant registers (eg Companies House register) you must complete this form and submit it to the [state who the form should be sent to, eg nominated officer, head of risk, compliance officer]. The [insert, eg nominated officer, head of risk, compliance officer] will then review the information/documentation and make a report to the relevant registrar or Commissioners. Only discrepancies which are ‘material’ are reportable, not typos or minor spelling mistakes. A material discrepancy one which by its nature, and having regard to all the circumstances, may reasonably be considered to be linked to money laundering or terrorist financing, or to conceal details of the business of the client....

Director’s certificate for a bilateral loan: borrower

Director’s certificate for a bilateral loan: borrower [insert date] To: [insert full name and address of lender] Dear [insert full name of lender] I am a director of [insert full name of borrower] (the Borrower). I refer to the facility agreement dated [insert date of facility agreement] between the Borrower and [insert name of lender] (the Lender) as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms (the Facility Agreement). Unless defined otherwise in this certificate, or the context requires otherwise, all words or expressions defined in the Facility Agreement have the same meaning in this certificate. I am authorised by the Borrower to give this certificate. I certify as follows: Relevant documents Attached to this certificate are copies of each of the following: 1 [the constitutional documents of the Borrower; 2 [the PSC Register of the Borrower, which is correct, complete and not amended or superseded as at a date no earlier than the date of the Facility...

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Where a statutory corporation is a holding company and a subsidiary below it is a limited company, would the statutory corporation need to appear on a PSC register of the subsidiary limited company or does it fall outside of the requirements/guidance?

Where a statutory corporation is a holding company and a subsidiary below it is a limited company, would the statutory corporation need to appear on a PSC register of the subsidiary limited company or does it fall outside of the requirements/guidance? A statutory corporation is likely to fall within Companies Act 2006, s 790C(12),

How are charities handled under the PSC regime?

How are charities handled under the PSC regime? The two main categories of entity that should be recorded on a PSC register are registrable individuals with 'significant control' (as defined in accordance with the five conditions set out in Schedule 1A, Part 1 to the Companies Act 2006 (CA 2006)), and any other registrable 'relevant legal entities' (RLEs) that have significant control and are 'subject to their own disclosure requirements'. Charities typically establish themselves as either trusts, unincorporated associations, charitable incorporated organisations (CIOs) or companies limited by guarantee. Some of these structures will therefore have to maintain their own PSC register. In addition, if they are themselves legal entities, they are likely to be registrable RLEs which may appear in the PSC register of a particular company or LLP which they happen to have significant control or influence over. Others may not be registrable RLEs but any investigating company or LLP must then trace through these entities until it finds an indirect PSC or RLE (or otherwise determine...

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Breach of good faith obligations, claims for loss of chance, and causation (Matière v ABM)

Construction analysis: The Technology and Construction Court (TCC) dismissed a £19m counterclaim for loss of chance on the basis that causation could not be proven on the balance of probabilities.

Restructuring and Insolvency weekly highlights—29 May 2025

This week's edition of Restructuring and Insolvency weekly highlights includes: the launch of our Market Insights Trend Report on Part 26A restructuring plans, an analysis of the convening judgment in the restructuring plan for Madagascar Oil Ltd, the launch of the 13th edition of Doyle, Keay and Curl: Annotated Insolvency Legislation, plus a round-up of other news and cases for restructuring and insolvency professionals.