Registration of a Company or a Partnership in Scotland

Scottish Limited Company

A Scottish limited company is simply a UK limited company that has been incorporated at Companies House in Edinburgh.

What are the requirements for the registration of a Scottish Limited Company?

  • A registered office address in Scotland;
  • Directors’ details (at least one is required);
  • Shareholders’ or guarantors’ details  (at least one is required);
  • Named Company Secretary;
  • A Memorandum of Association;
  • Articles of Association;
  • Share capital (companies limited by shares only).
  • Information about People with Significant Control (PSCs)

For more information on UK companies, please refer to:

UK Company Formation

UK Company formation article (Frequently Asked Questions)

UK Company in a nutshell

Scottish Limited Partnership

In Scotland the partnership (legally known as a firm) is a legal personality distinct from the persons composing it.

According to the Partnership Act 1890:

“In Scotland, a firm is a legal person distinct from the partners of whom it is composed, but an individual partner may be charged on a decree or diligence directed against the firm and on payment of the debts is entitled to relief pro rata from the firm and its other members.”

A Scottish limited partnership must consist of:

  • one or more persons known as general partners, who are responsible for the management decisions and for all debts and obligations of the Partnership;
  • one or more persons known as limited partners, who do not participate in the decision making of the Partnership and who cannot be held liable for the debts and obligations of the Partnership beyond the value of their capital contribution.

It is recommended (although not legally required) that a private written partnership agreement is concluded between the general and limited partners.

The Partnership should keep records of its financial transactions, although such accounts are not required to be publicly submitted to the Companies House.

Please note that a Scottish Limited Partnership has :

  • no directors
  • no shareholders (but partners) and
  • no named company secretary.

In the Partnership Act it is stated that “as with an ordinary partnership a limited partnership is “tax transparent” This is one of the main attractions for its use in the venture capital industry, and in property investment.”  Indeed, Limited Partnerships are transparent for tax purposes on income and gains, meaning that taxes are payable at the member level only.

What are the advantages of a Scottish Limited Partnership (in comparison to other UK partnerships)?

The Scottish Limited Partnership, in contrast to the rest of the UK, has a legal personality, distinct from than of its partners. This means that a Scottish Limited Partnership can own assets in its own name and conclude contracts on its own behalf. Moreover, it can be a party in court proceedings (either as an Applicant or a Respondent) as a separated legal entity.

For further information on the requirements and the differences between these structures we recommend that you us.