Registers meaning

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...

Legal operations risks This section addresses risks stemming from the operation of the legal department overall...

This checklist guides you to take appropriate measures to spot, monitor and handle risks linked to conflicts of interest, and to comply with the SRA’s requirements. It mirrors the SRA Standards and Regulations. Requirement Compulsory or recommended Comments (if any) ☐ Implement a robust system to recognise and assess conflicts of interest, ensuring you do not act where a conflict exists unless an exception applies. See: -Practice Note: Conflicts of interest-systems and controls -Precedent: Conflicts, confidentiality and disclosure policy-law firms Compulsory - SRA Code for Firms, paras 2.1, 2.5, 6.1 and 6.2 (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Create a register of interests held by partners and staff, which you can consult to identify own‑interest conflicts. See Precedent: Register of interests to identify own interest conflicts. Recommended - This will help you identify conflicts and demonstrate compliance with the SRA Code for Firms, paras 2.1 and 2.5 (Insert any comments you may wish to make regarding your firm’s...

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...

View or print a full size PDF version: This flowchart outlines the key stages a standard company follows to identify persons with significant control (PSCs) or relevant legal entities (RLEs), enabling necessary updates to the company’s PSC register and the submission of particulars to the Registrar of Companies for the central register...

For more details, see Practice Note: Reporting on payment practices and perforrmance...

In this issue Company, disclosures, records and registers Equity capital markets Share purchase agreement Restructuring and insolvency for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House publishes guidance on ACSPs and identity verification standards Companies House has issued three pieces of guidance covering the registration of Authorised Corporate Service Providers (ACSPs), what ACSPs do, and the identity verification obligations. The first note explains how to use Companies House’s service to enrol as an ACSP (also referred to as a Companies House authorised agent). Applications open on 25 February 2025. The second clarifies the functions and responsibilities of an ACSP. The third sets out how to meet Companies House identity verification standards when confirming someone’s identity. From 25 March 2025, ACSPs will be able to notify Companies House of identity checks that have been completed. Further, from spring...

In this issue: Company, disclosures, records and registers Takeovers of public companies Equity capital market updates News alerts: daily and weekly Key dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House outlines new registration requirements for ACSPs Companies House has issued a blog post that sets out the new registration requirements for authorised corporate service providers (ACSPs). Established by the Economic Crime and Corporate Transparency Act 2023, ACSPs form part of a more robust framework designed to verify the identity of those submitting filings to Companies House on a company's behalf. The category will span third-party agents, such as solicitors' practices and company formation agents, and they will need to be registered with Companies House before making any submissions. The underlying purpose of mandating registration is to ensure Companies House can clearly and confidently identify who is acting for companies...

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...

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 well-maintained register of people with significant control (PSC) should make publicly available who ultimately owns and controls companies and other entities. The PSC framework applies to UK-incorporated companies limited by shares or by guarantee (including unlimited companies, unregistered companies, community interest companies and dormant companies), limited liability partnerships (LLPs), and eligible Scottish partnerships, namely Scottish limited partnerships and Scottish qualifying general partnerships (ESPs). For clarity, this guide chiefly refers to companies. For information on the regime’s scope, including how a company might most effectively obtain relevant beneficial ownership details, see Practice Note: PSC register—the people with significant control regime. Corporate transparency reform—changes to the PSC regime The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023 and is being introduced in phases across multiple commencement dates. Many provisions will only commence once detailed secondary legislation and guidance are in place, while others require the rollout of new technical processes and tools before they can operate. ...

1 Instructions on completing this form If while carrying out Client Due Diligence (CDD) checks, or through your ongoing monitoring duties as part of your obligations once a business relationship is already in place, you identify a material discrepancy between the beneficial ownership details supplied by the client and those appearing on the relevant registers (eg the Companies House register), you must complete this form and forward it to the [ state who the form should be sent to, eg nominated officer, head of risk, compliance officer ]...

1 General information Review period [ Insert review period ]; Review date [ Insert date ]; Reviewer(s) [ Insert name(s) ] 2 Data Criteria For the last [ insert period, eg quarter ] and last 12 months, capture totals for: SARs received; ML/TF/PF‑related SARs; SARs to the National Crime Agency (NCA); DSARs needing consent/defence (granted, refused, pending); SARs not sent to the NCA; superSARs; CDD company discrepancy reports; and PEPs added to the central list 3 Review and findings Confirm a refreshed organisation‑wide ML/TF/PF risk assessment in the last year; AML/CTF/counter‑proliferation policies, controls and procedures reviewed, updated and communicated (incl. branches/subsidiaries); SAR and SuperSAR registers current; dates of staff training and record reviews [ Insert date ]. Note any SARs/superSARs needing further review; status of the high‑risk client/matter list (incl. PEPs) and quarterly reviews; CDD discrepancy register; table of high‑risk third countries; patterns/trends, compliance failures (ensure Compliance breaches policy followed), training needs; emerging risks (internal/external); planned new technology and related risks; required remedial actions; and...

[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Notice to an individual under section 790E of the Companies Act 2006 (the Act ) Interests in [ Company ] [ type ] We have reasonable grounds to consider that a relevant change has taken place in the particulars relating to you recorded on the PSC register of [ Company ]...

Practice Note: IHT—gifts with reservation of benefit Please consult the Practice Note, which summarises the GROB rules in section 102 of the Finance Act 1986 (FA 1986), detailing when a transfer can fall within a reservation of benefit, the exceptions to that framework, and the way the regime operates in practice. Because the donor holds the property in co-ownership with the donees, the terms of FA 1986, s 102B assume particular importance in this context and should be carefully considered here accordingly...

We proceed on the basis that: the agreement for lease (AFL) constitutes a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) Effect of personal landlord covenant Under LT(C)A 1995, s 28(1)(b), an AFL falls within the meaning of a ‘tenancy’. As a result, any landlord covenant that is expressed—by whatever wording—to be personal to the named landlord providing it will not bind that landlord’s successors in title (LT(C)A 1995, s 3(6)). This can be especially important where the AFL places wide-ranging obligations on the original landlord, for example to construct or undertake major works to the premises...