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SBP LawAccess all documents on Non-statutory registers
Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...
Flowchart This flowchart sets out the way in which UK non-residence or residence is established—firstly by applying the automatic overseas test, and secondly by considering the automatic UK test. Please also see the Statutory residence test and residence flowchart (sufficient ties), as well as the Statutory residence test ‘home’ flowchart...
In this issue: Sustainable finance and ESG weekly round-up Moveable Transactions (Scotland) Act 2023 Football Governance Bill LIBOR and benchmarks Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Technology in banking & finance transactions Structured products and securitisation Regulation for banking lawyers Banking & Finance Highlights 2024/2025 Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG weekly round-up For this week’s coverage of Sustainable finance and ESG developments, please see: Sustainable finance and ESG weekly round–up—19 December 2024. Moveable Transactions (Scotland) Act 2023 Moveable Transactions (Scotland) Act 2023 (Commencement) Regulations 2024 SSI 2024/378: From 1 April 2025, the outstanding provisions of the Moveable Transactions (Scotland) Act 2023 (the Act) will come into effect. See: LNB News 17/12/2024 9. Moveable Transactions (Forms) (Scotland) Regulations 2024 SSI 2024/379: These prescribe the forms to be used for the purposes set out...
In this issue Sustainable finance and ESG round up LIBOR and benchmarks Lending Security Sustainable finance Derivatives Regulation for derivatives lawyers Regulation for banking lawyers Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG round up Sustainable finance and ESG monthly round-up—11 August 2025. This Finance Group update features: (1) an International Sustainability Standards Board consultation on proposed changes to the Sustainability Accounting Standards Board Standards and guidance for IFRS S2, (2) the IFRS Foundation’s near-final guidance on reporting uncertainties within financial statements, and (3) new United Nations Environment Programme Finance Initiative guidance for banks on climate adaptation and resilience. For more, see News Analysis: Sustainable finance and ESG monthly round-up—11 August 2025. LIBOR and benchmarks On 23 July 2025, the UK Supreme Court issued a landmark judgment, overturning the fraud convictions of traders Tom Hayes and Carlo Palombo. Ellen Gallagher, partner at Vardags Ltd,...
Restructuring & Insolvency weekly highlights—19 December 2024 In this issue: Key R&I law developments Corporate insolvency processes Directors and insolvency Insolvency litigation Creditors’ participation R&I in Scotland International restructuring and insolvency Daily and weekly news alerts Key dates for restructuring and insolvency professionals New Practice Note—Restructuring and insolvency Highlights 2024/2025 Key R&I law developments Insolvency Service publishes monthly insolvency statistics for November 2024 The Insolvency Service has issued its November 2024 statistics for England and Wales, covering both corporate and individual cases. There were 1,966 corporate insolvencies—13% higher than October 2024, yet 12% down on November 2023. Individual insolvencies reached 10,012, a 12% rise from October 2024 and 25% above November 2023. See: LNB News 17/12/2024 35. Corporate insolvency processes What comprises an ‘unregistered company’ under section 220(1) of the Insolvency Act 1986? (East Riding of Yorkshire Council v KMG) KMG (the Fund) is an investment fund established in...
Allocation of jurisdiction within the UK under the CJJA 1982 This Practice Note explores how jurisdiction is apportioned across the UK under the Civil Jurisdiction and Judgments Act 1982 (CJJA 1982). It examines the scope of that regime and the conditions that must be satisfied for it to apply, and considers its interaction with Regulation 1215/2012, Brussels I (recast) (the Regulation). It sets out the primary rule together with the departures from it, and, lastly, addresses forum non conveniens in this setting. The CJJA’s intra-UK jurisdiction framework is designed to furnish rules allocating jurisdiction inside the UK itself. Distinct rules and factors arise when assessing whether UK courts possess jurisdiction over a claim that contains an international dimension. The UK comprises four countries, yet there are only three legal jurisdictions, and CJJA 1982, s 50, describes each as ‘parts of the UK’. England and Wales Scotland Northern Ireland Practitioners in England engaged in cross-border disputes must be cognisant of a range...
People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...
A glossary of frequently used terms and phrases in Scottish Private Client law, with the closest England and Wales equivalents (where applicable) and links to helpful websites Ab intestato Meaning From someone who dies without a will; describes property taken under the laws of intestate succession. Nearest English equivalent None Action of specific implement Meaning A court action seeking an order compelling a party to carry out a particular act. In Scotland there is no division between equitable and legal remedies, unlike England and Wales. Nearest English equivalent Specific performance (an equitable remedy for breach of contract that can be ordered alongside, or in place of, damages) Advance notice Meaning An entry in the relevant property register that protects the grantee of a deed intended for registration in the Land Register of Scotland. The protected period of 35 days begins on the day after registration....
[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Withdrawal of Restrictions Notice Interests in [ Company ] [ shares OR rights ] We write to you under paragraph 11 of Schedule 1B to the Companies Act 2006 (the Act) to notify you that the restrictions notice dated [ Date ], issued pursuant to paragraphs (1)(3) and (1)(4) of Schedule 1B to the Act in relation to your relevant interest in the shares of [ Company ], is revoked with effect from the date of this notice. [ Insert the reason the restrictions have been withdrawn. ] Full information on your obligations under this Part of the Act, together with the penalties for non-compliance, can be found on the Gov.UK website. Yours [ sincerely OR faithfully ],[ Name ][ Director OR Secretary ]...
Panel 11 (transfer of whole)/panel 12 (transfer of part)—Additional provisions Definitions: Documents are those in Schedule 1; Leases those in Schedule 2 (including any supplemental or collateral documents, or documents entered into under their terms); Occupational Leases those in Schedule 3 (including any such documents entered into under their terms). Transfer: The Property passes subject to, and where relevant with the benefit of, matters in the Conveyance, Documents and Occupational Leases. Indemnity covenant: option one. By way of indemnity only, the Transferee will observe and perform the covenants, conditions and other matters in: the property, proprietorship and charges registers of the title(s) in panel 1; the Documents or the Conveyance; the Leases; and the Occupational Leases; and will indemnify the Transferor and their estate against all actions, proceedings, damages, costs, claims and expenses for any future breach, non‑observance or non‑performance, and under any authorised guarantee agreement in clause [number] of [document] dated [date] between [parties]. Indemnity covenant: option two. By way of indemnity only,...
[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Warning Notice Interests in [ LLP ] [ rights ] On [ Date ], we issued a notice under section [ 790D OR 790DA OR 790E OR 790EA ] of the Companies Act 2006 (the Act). That notice asked you to supply, in writing [ including by email to the address shown above ], within one calendar month, specified details about your interest (as understood under Part 21A of the Act), if any, in the [ rights ] of [ LLP ], or what you know about any person or legal entity that could hold such an interest...