LP Company Registration in Scotland - Business Starting & Setup

Scotland is part of the United Kingdom of Great Britain and Northern Ireland.

The area of ​​ Scotland is 78,772 sq. km, and the population is 5.454.000 people (2019). By ethnic composition, 88% are Scots, 7% are British, 50 thousand people each. - Irish and Poles, 40 thousand people - Pakistanis, 20 thousand people each. - Chinese and Indians, 10 thousand people - immigrants from Africa.

The capital of Scotland is Edinburgh.

The official language is English, Scottish Gaelic, Anglo-Scottish.

The national currency is the pound sterling (GBP). 1 US dollar is equivalent to 0.74 GBP.

Scotland has a temperate oceanic climate; due to the warm Atlantic current, the Gulf Stream, temperatures in Scotland are higher than in countries on the same parallel, but lower than in other regions of Great Britain; the weather is extremely unstable; in the coldest months of the year (January and February), the average temperature maximum is 5-7°C. In the warmest months (July and August) - 19°C.

The time difference with Moscow is minus 3 hours.

The literacy rate is 99%.

Calling code - +44.

Scotland is currently part of the United Kingdom of Great Britain and Northern Ireland. The first humans appeared in Scotland about 8 thousand years ago. The first permanent settlements appeared 6 thousand years ago.

The written history of Scotland begins with the Roman conquest of Britain, when the territories of modern England and Wales were conquered, received the status of Roman provinces and began to be called Britain. Over the next centuries, the Kingdom of Scotland expanded to roughly the borders of modern Scotland. Towards the end of the Middle Ages, Scotland was divided into two cultural zones: the plains, whose inhabitants spoke the Anglo-Scottish language, and the highlands of Scotland, whose people used Gaelic.

With the exception of the period of the English Commonwealth, Scotland remained a separate state, but at the same time there were significant conflicts between the monarch and Scottish Presbyterians over the form of church government. After the Glorious Revolution and the overthrow of the Catholic Jacob VII by William III and Mary II, Scotland briefly threatened to elect its own Protestant monarch, but under the threat of severing trade and transport ties by England, the Scottish Parliament, together with the English in 1707, adopted the Union Act. As a result of the unification, the Kingdom of Great Britain was formed.

After the adoption of the Union Act, the Scottish Enlightenment and the Industrial Revolution, the country became a powerful European commercial, scientific and industrial center. Scotland in many ways occupies a unique position in the United Kingdom, which is associated with the history of its unification with England and participation in the work of the state parliament while maintaining its administrative and judicial system.

On September 18, 2014, a referendum was held on the independence of Scotland. 44.7% of those who voted for independence, 55.3% against.

The executive branch is represented by the Government of Scotland, which consists of the First Minister of Scotland, the Deputy First Minister, 8 Cabinet Secretaries of Scotland and 10 Ministers of Scotland.

The legislature is represented by the Scottish Parliament, which consists of 129 members elected by the people of Scotland, one of whom Parliament elects as the Presiding Officer of the Scottish Parliament and two as Deputy Presiding Officers of the Scottish Parliament.

Judiciary: Supreme Court, courts of appeal - sheriff's courts, courts of first instance - district courts, the lowest level of the judicial system - justices of the peace.

The United Kingdom does not have a unified legal system, as Scotland retained its own legal system in accordance with paragraph 19 of the 1706 Association Agreement. The UK today has three different legal systems: English law, Northern Ireland law and Scottish law.

The legal system of Scotland was formed, on the one hand, under the influence of the English judicial system, case law, on the other, it was influenced by Roman law due to the pro-French legal orientation that emerged after the "wars of independence" with England (1298-1326).

Scotland adopted separate institutions of Roman civil law, legal terminology, the division of law into private and public. However, like English law, Scottish law is not codified.

At the same time, as in civil law, the interpretation of the norm is made proceeding from a general principle to a specific case, and not vice versa.

In Scotland, there is no division of the law into common law and the law of justice, so characteristic of English law. Having experienced a double influence - common and civil law, the legal system of Scotland has retained its specific features, customs and traditions that have been formed during independent historical development. True, they are gradually being lost due to the penetration of English norms into the Scottish system of law, especially in the field of commercial, trade, factory, tax, insurance law.

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.