s 32 Meaning of “responsible person” and “associate” in section 31
(1) This section applies for the purposes of section 31 . (2) The following persons are responsible persons in relation to an undertaking— (a) where the undertaking is a body corporate other than one whose affairs are managed by its members, a director or shadow director of the body; (b) where the undertaking is a limited liability partnership or other body corporate whose affairs are managed by its members, a member who exercises functions of management with respect to it; (c) where the undertaking is a limited partnership, a general partner (within the meaning given by section 3 of the Limited Partnerships Act 1907 ); (d) where the undertaking is any other partnership, a partner; (e) where the undertaking is any other kind of body, a person who exercises functions of management with respect to it. (3) “ Associate ” has the meaning given by section 435 of the Insolvency Act 1986 , which has effect as if— (a) for subsection (5) there were substituted— (5) A person in their capacity as trustee of a trust other than an excluded trust is an associate of another person (“ P ”) if— (a) the beneficiaries of the trust include, or the terms of the trust confer a power that may be exercised for the benefit of, P or an associate of P, (b) the settlor of the trust is an associate of P, or (c) a person who is involved with the establishment or administration of the trust is an associate of P. (5A) For the purposes of subsection (5), “ excluded trust ” means— (a) a trust arising under any of the second Group of Parts of the Bankruptcy (Scotland) Act 2016 , or (b) a pension scheme or an employees’ share scheme. (b) in subsection (6), before paragraph (a) there were inserted— (za) if the same person is a director of both, (c) for subsection (7) there were substituted— (7) A company (“ C ”) is an associate of another person (“ P ”) if— (a) P has control of C, (b) P and persons who are associates of P together have control of C, or (c) P is a director of another company and the same person has control of that company and of C. (d) after subsection (7) there were inserted— (7A) A partnership other than a limited liability partnership is an associate of another partnership that is not a limited liability partnership if— (a) the same person is a partner of each partnership, (b) a person (“ P ”) is a partner of one of the partnerships and a person who is an associate of P is a partner of the other partnership, (c) the same person has control of each partnership, (d) a person (“ P ”) has control of one partnership and P’s associates or P and P’s associates have control of the other partnership, or (e) a group of two or more persons have control of each partnership, and the groups either consist of the same persons or could be regarded as consisting of the same persons by treating (in one or more cases) a member of each group (“ M ”) as replaced by an associate of M. (7B) A partnership other than a limited liability partnership is an associate of another person (“ P ”) if— (a) P has control of the partnership, or (b) P and persons who are associates of P together have control of the partnership. (7C) An undertaking that is not a body corporate or partnership is an associate of another person (“ P ”) if— (a) P has control of the undertaking, or (b) P and persons who are associates of P together have control of the undertaking. (e) after subsection (11) there were inserted— (12) For the purposes of subsections (7A) and (7B) , a person (“ P ”) is to be taken as having control of a partnership if the partners are accustomed to act in accordance with P’s directions or instructions. (13) For the purposes of subsection (7C) , a person (“ P ”) is to be taken as having control of an undertaking that is not a body corporate or partnership if the person or persons who exercise management functions in relation to it are accustomed to act in accordance with P’s directions or instructions. (14) Where two or more persons together satisfy the condition in subsection (12) or (13), they are to be taken as having control of the partnership or undertaking (as the case may be).