Investment Limited Partnerships (Amendment) Act 2020

Amendment of Act of 1994 - new sections 28A to 28C relating to beneficial ownership disclosure

29. The Act of 1994 is amended by the insertion of the following sections after section 28:

“Duty of beneficial owner (in certain circumstances) to notify status as such

28A. (1) This section applies to an individual if—

(a) the individual is a beneficial owner of an investment limited partnership,

(b) the individual knows that to be the case or ought reasonably to do so,

(c) in relation to the individual, the particulars referred to in section 27A(1)(a) and (b) are not stated in the investment limited partnership’s beneficial ownership register,

(d) the individual has not been given a notice by the general partner under section 27B, and

(e) the circumstances specified in paragraphs (a) to (d) have continued for a period of at least one month.

(2) An individual to whom this section applies shall notify, in writing, the general partner of the investment limited partnership referred to in subsection (1) of the individual’s status (as a beneficial owner) of the investment limited partnership, and that notification shall state—

(a) the date, to the best of the person’s knowledge, on which the person acquired that status, and

(b) the particulars referred to in section 27A(1)(a), (b) and (c).

(3) Subsection (2) shall be complied with by the individual not later than the end of the period of one month beginning with the day on which all the conditions specified in subsection (1)(a) to (e) were first met with respect to the person.

(4) An individual who—

(a) fails to comply with this section, or

(b) in purported compliance with this section, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false,

shall be guilty of an offence.

Duty of individual (in certain circumstances) to notify relevant change

28B. (1) This section applies to an individual if—

(a) in relation to the individual (as a beneficial owner of the investment limited partnership), the particulars referred to in section 27A(1)(a) and (b) are stated in an investment limited partnership’s beneficial ownership register,

(b) a relevant change occurs,

(c) the individual knows of the change or ought reasonably to do so,

(d) the investment limited partnership’s beneficial ownership register has not been altered to reflect the change, and

(e) the individual has not been given a notice by the general partner under section 28 by the end of the period of one month beginning with the day on which the change occurred.

(2) For the purposes of this section, a relevant change occurs if—

(a) the individual referred to in subsection (1) ceases to be a beneficial owner of the investment limited partnership referred to in that subsection, or

(b) any other change occurs as a result of which the particulars (stated in the investment limited partnership’s beneficial ownership register) in relation to the individual are incorrect or incomplete.

(3) An individual to whom this section applies shall notify, in writing, the general partner referred to in subsection (1)(a) of the relevant change, and that notification shall—

(a) state the date on which the change occurred, and

(b) give to the general partner any necessary information so that it can alter the investment limited partnership’s beneficial ownership register to reflect that change.

(4) Subsection (3) shall be complied with by the individual not later than whichever of the following periods is the last to expire—

(a) the period of 2 months beginning with the day on which the relevant change occurred, or

(b) the period of one month beginning with the day on which facts have come to the notice of the individual from which he or she could reasonably conclude that the relevant change has occurred.

(5) An individual who—

(a) fails to comply with this section, or

(b) in purported compliance with this section, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false,

shall be guilty of an offence.

Offence for failure to comply with notice under section 27B, 27C or 28

28C. (1) A person to whom a notice under section 27B, 27C or 28 is given shall be guilty of an offence if the person—

(a) fails to comply with the notice, or

(b) in purported compliance with the notice, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false.

(2) In proceedings for an offence under this section it shall be a defence to prove that the requirement (in the notice concerned) to give information was frivolous or vexatious.”.