LP Company Registration in Scotland - Business Starting & Setup

Scottish legislation provides for the possibility of creating a partnership - Limited Partnership.

Scottish LP is governed by the Limited Partnership Act 1907 and the Partnership Act 1890.

Unlike English LLPs, Scottish partnerships are recognized as a separate legal entity.

By law, a Scottish LP must be registered (Art. 5) with the Limited Partnerships Companies House of Edinburgh.

The partnership registration process takes approximately 4-5 weeks.

The day-to-day management of the partnership's affairs is carried out by the full partner or his appointed manager, and the full partner is also responsible to the UK government agencies for the provision of tax returns, information about the change of address, list of partners, etc.

The name of an English limited partnership must end with Limited Partnership or LP. In addition, the title should not:

• be identical to any other name in the Companies House Index of Names;
• contain words that imply a connection with the government;
• include prohibited words and expressions;
• include words that imply a non-profit status, such as association or trust, since the partnership is created for the purpose of making a profit;
• contain words that constitute an offense;
• be offensive.

The sequence of actions when registering a partnership is as follows:

It is necessary to define:

• the name of the company (the name of a private company must necessarily contain the words “Limited Partnership”), which must be checked for uniqueness;
• composition of partners;
• the size of the joint stock capital;
• kind of activity.

The following documents must be provided:

• copies of the passports of the beneficial owners and the attorney (if a power of attorney is required), a copy of the civil passport is provided with a page on registration, a spread with a photograph is enough from a foreign passport;
• if one of the partners becomes a legal entity, then a complete set of constituent documents will be required, including a certificate of good condition (or a similar document), if the company is registered more than a year ago. In this case, the documents provided must disclose the ownership structure down to the ultimate owner (beneficiary);
• in addition, a service contract is signed with the beneficiary and a questionnaire with customer data is filled out.

Preparation and submission of constituent documents to the Registration Chamber, execution of a complete set of company documents.

The certificate of registration is irrefutable proof that the requirements of the Law have been met and the LP is registered in accordance with the Law.

The registration certificate contains the following information:

• LP name and registration number;
• registration date;
• the registered office of LP is located in England and Wales (or Wales), Scotland or Northern Ireland.

The certificate must be signed by the registry office or affixed with an official seal.

Each LP must have at least one unlimited partner (full partner) and one limited partner. Both individuals and legal entities can be partners.

After registration of LP, it is necessary to notify Companies House of any changes in information about participants.

Scottish LPs are not required to appoint a secretary.

In the UK, in 2013, amendments to the Companies Act to create an open register of beneficiaries were submitted to Parliament for consideration.

In 2015, the Law was adopted. And now, from the beginning of 2016, it comes into force.

The beneficial owners of companies incorporated in the United Kingdom will now be listed on a publicly available register. This change does not yet apply to limited liability partnerships (LLPs). Companies are obliged to submit the following information to the register: <list> information about individuals - the ultimate owners of British companies or controlling more than 25% of voting shares in such companies, or otherwise exercising control over them or their management; such persons are defined by law as “persons with significant control” (PSC);

In the event that the ownership of the shares of the ultimate beneficiary is carried out through a trust, information about trust managers or any other individuals who control the activities of the trust. </list> Information about the beneficiaries contained in such registries will be known to the Registrar of Companies (Companies House) and is available at the request of any persons (provided that such a request is motivated and the procedure for sending it is followed).

Information to be included in the register of beneficiaries: full name of the person with significant control, date of birth, citizenship, country of residence, address of residence, address for correspondence, date of receipt of the beneficial interest in the company, as well as a description of the beneficial interest and how it is owned.