Guidance

Scottish qualifying partnerships: People with significant control

Updated 1 May 2024

A general partnership constituted under the law of Scotland that is a qualifying partnership under regulation 3 of the Partnership (Acccounts) Regulations 2008 will be required to deliver PSC information to Companies House. In simple terms, a qualifying partnership is one with solely corporate partners. For the purpose of this guidance, such a partnership is referred to as a Scottish Qualifying Partnership (SQP).

The relevant law in relation to providing PSC information for Scottish Partnerships is in the The Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

1. Registration information

An SQP has to provide information about their people of significant control.

It costs £71 to register a SQP. You must send a paper form SQP1 and a cheque for the correct fee to Companies House by post.

The form must include:

• the firm’s name
• the full name of each partner
• the name of any register in which the partner is entered (including details of the state) and its registration number, in that register
• a service address for the partnership
• confirmation that it’s a qualifying general partnership and is constituted under the law of Scotland

When you send these to us, we’ll issue a notice of registration with the registered number of the SQP you should use for later PSC filings.

2. People with significant control (PSCs)

You must investigate who owns and controls your SQP and register this information with Companies House. See guidance on identifying your PSCs.

A PSC is anyone in the SQP who meets one or more of the conditions listed in The Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

An SQP can have more than one PSC. A PSC is anyone who:

• directly or indirectly holds the right to more than 25% of the surplus assets on winding up of the SQP
• directly or indirectly holds more than 25% of the voting rights in the SQP
• directly or indirectly holds the right to appoint or remove the majority of those entitled to take part in the management of the SQP
• otherwise has the right to exercise, or actually exercising, significant influence or control over the SQP
• 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 bulletin 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 bulletin points above.

You must keep your PSC information up to date and notify us of any changes. You must file this information within 14 days.

See PSC forms for Scottish qualifying partnerships.

3. Confirmation statement

All SQPs must file a confirmation statement (form SQP CS01) at least once every year. This confirms all the information you told us about your PSCs and their registration information is correct and up to date.

The confirmation statement must be delivered within 14 days of the end of the review period. You must file at least one confirmation statement each year.

You must make a confirmation statement even if there have not been any changes during the review period.

If you do not file your confirmation statement within 14 days of the end of the review period, this is a criminal offence and we may prosecute the SQP and its officers.

3.1 SQP review period

The first review period of an SQP begins on the date of registration and ends 12 months later. Each review period is then 12 months beginning the day after the last review period.

An SQP can make a confirmation statement at any time during the review period. The period covered by a specific confirmation statement is known as the confirmation period.

A confirmation period can be shorter than the review period, but it cannot be more than the review period.

A confirmation period cannot be longer than 12 months. If an SQP makes a confirmation statement early, its next review period will start the day after the date of that confirmation statement.

3.2 Other changes to partnership details

If any change is made to any details other than PSC information previously registered, you must send form SQP2 to Companies House.

If the SQP ceases to be a qualifying partnership, you must send form SQP3 to Companies House.

3.3 Annual confirmation statement fee

It costs £62 to file your confirmation statement for a SQP (form SQP CS01).

You must file at least one confirmation statement each year. If you file more than one confirmation statement in a 12 month period, you’ll only need to pay the fee once.

4. Restrictions on the disclosure of PSC information

Some SQPs will have PSCs whose information is protected. This means that successful applications have been made for all of their PSC information to be protected from disclosure on the public record (Regulations 48-50 of the Scottish Partnerships (Register of People of Significant Control) Regulations 2017).

This information will be available to law enforcement agencies.

See restricting the disclosure of PSC information for more information.

5. Other forms for SQPs

See forms for limited partnerships for registering or making changes to your SQP.