LP Company Registration in Scotland - Business Starting & Setup

Want to set up a firm in Scotland? We can assist you in starting a business or in buying a shelf LP company in Scotland with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Scotland includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Scotland. The total price of LP company formation in Scotland includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages Legislation Tax System Audit Services
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
2 200 USD

3 290 USD

3 900 USD

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General corporate information

Organizational and legal forms in Scotland

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.

Registration

Scottish LP Registration

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.

Partnership name

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.

How to register LP company in Scotland?

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.

What is a registration certificate?

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.

Structure

Members

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.

Secretary

Scottish LPs are not required to appoint a secretary.

Beneficiary

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.

Frequently Asked Questions about Company Registration in Scotland

Why register a company in Scotland?
The advantages of starting a company in Scotland are as follows: 1) Scotland has a stable and supportive business environment, a highly educated workforce and a strong infrastructure. It is also a thriving technology industry and a dynamic startup ecosystem, 2) Scotland is part of the United Kingdom and has access to a large and well-developed UK market, which makes it an attractive location for companies looking to expand in the UK, 3) Scotland has low corporate tax rates, which helps companies reduce their tax burden and improve profitability, 4) Scotland is a country with a highly skilled and educated workforce with a strong tradition of This helps companies minimize the risk of litigation and protect their interests.
Is a Scottish company a UK company?
Yes, a Scottish company is considered a UK company as Scotland is part of the United Kingdom. Scottish companies are subject to the same legal and regulatory framework as companies in the rest of the UK, and have access to the same market and workforce. However, Scotland has its own distinct legal system, and companies may also be subject to certain Scottish-specific regulations or tax rules. Overall, registering a company in Scotland provides companies with the benefits of operating in the UK while also allowing them to take advantage of Scotland's unique business environment and opportunities.
Can I start a Scottish company without registering UK?
Нет, вы не можете открыть шотландскую компанию без регистрации в Великобритании. Шотландские компании считаются британскими, и поэтому, для легальной деятельности в Шотландии они должны быть зарегистрированы в британском Companies House. Регистрация предполагает подачу различных юридических документов, таких как устав и учредительный договор, а также предоставление информации о директорах, акционерах и юридическом адресе компании. После регистрации фирмы на нее будут распространяться те же юридические и нормативные требования, что и на любую другую компанию Великобритании, включая требование о подаче ежегодных деклараций и финансовых отчетов в Companies House.
Can a foreigner start a business in Scotland?
Yes, a foreigner can start a business in Scotland. There are no restrictions on foreign ownership of companies in Scotland, and foreigners are free to start and run a business in the country just like any other UK citizen. However, there may be certain requirements that must be met, such as obtaining a visa or work permit if you plan to work in Scotland, and registering the company with Companies House in accordance with UK law. Additionally, you may need to obtain relevant licenses or permits for your specific type of business, and comply with any other applicable regulations or tax obligations.
How much does it cost to register a company in Scotland?
The fee of setting up a company in Scotland depends on the type of company to be registered and the type of activity you will be engaged in. The minimum package of services costs USD 2200 and includes: registration of the company on a turnkey basis, lease of the registered office for a year and secretarial services, payment of all necessary duties and fees, as well as apostilled translation of the constituent documents.

Core Servicesand fees for the formation of a company in Scotland

— Incorporation

Price2 200 USD

(including incorporation tax and state registry fee)

— Annual government fees

PriceIncluded

(Stamp Duty) and Companies House incorporation fee

— Corporate legal services

Price1 100 USD

(including registered address and registered agent)

—Delivery of documents by courier mail

Price120 USD

DHL or TNT, at cost of a Courier Service

Nominee Nominee Partner

Price1 090 USD

Paid-up “nominee director” set includes the following documents

Nominee Shareholder

Paid-up “nominee shareholder” set includes the following documents

Compliance fee in Scotland

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

Basic

Price250 USD

simple company structure with only 1 physical person

For legal entity in structure under GSL administration

Price50 USD

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

For legal entity in structure not under GSL administration

Price100 USD

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

For client with high risk Status

Price350 USD

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