Scottish LP

Scottish Limited Partnerships

With total formation costs from just £240 as detailed below.

The Government in Scotland has responded to some criticism of the (over) 100 years old Partnership Act by showing its commitment with the introduction of 2 new categories for Limited Partnerships. William Pitt is pleased to recommend these structures to you for use in holding assets (including property), investments, unit trusts, or for general business purposes.

  • An LP5 form is used to register all of the general categories, as previously.
  • The new LP7 form is for registering the specialist category of “Private Fund Limited Partnership.”
  • The LP8 form is for registering the second new category of “FCA-authorised collective investment scheme Limited Partnership”

The reporting requirements for a Scottish Limited Partnership (SLP) are pleasantly light. The SLP itself is not taxed (similar to an American LLC, whose profits are only taxed in the hands of the Partners). Of course, you will need to have available in Scotland a suitable address for official mail – same as a Registered Office. We can provide all the requirements and guide you in the proper use of these for a very economic cost – see prices below. Foreign Partners may never need to visit Scotland in connection with their SLP. The SLP is a corporate entity. You can download information taken straight from the Government website UK LP. We can apply for an exemption for any requirements to submit accounts / tax reporting – these are pretty routine when all General Partners and Limited Partners are non UK residents.

Scottish LP Formation Costs

Prices in GBP – £ Basic Nominee Private
Certificate of Registration Y Y Y
Partnership Agreement Y Y Y
Registered Office in Scotland Y Y Y
Business address in England Y Y Y
Emailed documents Y Y Y
Nominee General Partner X Y Y
Nominee Limited Partner X Y Y
Prepare Trust Deed, Settlor, Trustee X X Y
Annual confirmation statement Y Y Y
Recommendation to account provider Y Y Y
Application for tax exemption  Y Y Y
Sub Total or Total £240 £490 £538
Expedite the above – add £80
Power Of Attorney for manager/owner £100
Apostille package or page £180
Notary certification per signature £95
Registered Agent or JP certified £25
Documents for account opening at cost
Courier documents cost+15%

Before ordering one of these Scottish Limited Partnership’s we recommend that you discuss the circumstances with us to be certain that this arrangement is private and you are properly protected. To deal with the subject of Taxation, provided that you do no business in the United Kingdom, that you are not resident there and do not have British / Scottish nationality, then your Scottish LP will pay no tax. There is no audit cost and accounts do not need to be lodged anywhere.

Scotland LP – Confidentiality and Security

  • Publicly Accessible Records: Yes, accessible but little information
  • Disclosure of Beneficial Ownership to Authorities: No – that’s right, NO!
  • Meetings of Partners may be held: Anywhere
  • Stability: Steady jurisdiction with highly regarded reputation.

Scotland LP – Financial Advantages

  • Double Taxation Treaty Access: No Treaty Access
  • Account Filing Requirements: No accounting / reporting requirements
  • Annual Return Filing Requirements: No annual return/ reporting requirements
  • Audit Requirements: No audit required.

Scotland Company – Requirements

  • Capital Minimum capital contribution: GBP 2
  • Registered Office Required: Yes, required and must be maintained in Scotland
  • Members (equivalent to Directors): Minimum number is two.
  • Your Company language: English
  • Name of your Company must be ended: “Limited Partnership”/”L.P.”
  • Documents required for the registration: A certified copy of your passport or ID and proof of your residential address dated less than 3 months.

What is a limited partnership?

Like a general partnership, a limited partnership must consist of two or more partners who carry on business with a view to profit. However, unlike a general partnership, in which all partners are jointly and severally liable for all the partnership debts, a limited partnership has two types of partner: general partners who are liable for the debts and obligations of the limited partnership and limited partners whose liability is limited to the extent of their capital contributions. A limited partnership must have at least one general partner and one limited partner. In order to benefit from limited liability, a limited partner cannot take part in or interfere in management of the limited partnership. Management functions are exclusively allocated to the general partner. For absolute clarity:The General Partner is similar to a company director who actually runs the business. He is not considered to be an owner and to be safe, we suggest that the General Partner does not have a share of the capital, or profits .The Limited Partner(s) cannot run the partnership. They will have the ownership rights (similar to a company shareholder), as expressed in the Partnership agreement. The Limited Partner can be the Trustee representing a Trust, can be the sole owner(s), or a nominee. The significant lack of annual reporting requirements are a major advantage of a Scottish Limited Partnership, provided it is kept in good standing. If you require a Certificate of Incumbency we can attend to that for you.
The following information is public at the Companies Office website (current at 29.04.2017)

You can set up a limited partnership to run your business. You must have at least one ‘general partner’ and one ‘limited partner’. General and limited partners have different responsibilities and levels of liability for any debts the business can’t pay. All partners pay tax on their share of the profits. You’ll need to:

  • choose a name
  • have a registered address (also known as your principal place of business)
  • appoint general and limited partners
  • register with Companies House

The rules are different for setting up a limited liability partnership, an ‘ordinary’ business partnership or a private limited company.

Choose a name

You can trade under your own names, or you can choose another name for your business. You don’t need to register your name. You must include all the partners’ names and the business name (if you have one) on official paperwork, for example invoices and letters.

Business names
Limited partnership names must not:
  • include ‘limited liability partnership, ‘LLP’, ‘public limited company’ or ‘plc’
  • be offensive
  • be the same as an existing trade mark
Your name also can’t contain a ‘sensitive’ word or expression, or suggest a connection with government or local authorities, unless you get permission.  Example: To use ‘Accredited’ in your company’s name, you need permission from the Department for Business, Energy and Industrial Strategy (BEIS).
You’ll need to register your name as a trade mark if you want to stop people from trading under your business name.
Registered address
Your registered address (known as principal place of business) is where official communications are sent, for example letters from HM Revenue and Customs (HMRC).
It must be:
  • a physical address
  • your main place of business
  • in the same country that your limited partnership is registered in (for example, a limited partnership registered in Scotland must have a registered office address in Scotland) – once you’re incorporated you can move anywhere in UK
You can use a PO Box, but you must also include a physical address and postcode after the PO Box number.
You can use your home address – this will be publicly available.
Partners’ responsibilities
You must have at least one ‘general partner’ and one ‘limited partner’ – a partner can be an individual or a company.
What type of partner you are makes a difference to:
  • your liability for the partnership’s debts
  • your responsibilities
You cannot be a general partner and a limited partner at the same time.
All partners are equally responsible for any debts or obligations until the partnership has been registered.

Limited partners

As a limited partner you:

  • contribute an amount of money or property to the business when it’s set up
  • are only liable for debts up to the amount you’ve contributed
  • cannot manage the business
  • cannot remove your original contribution

You must register for Self Assessment with HM Revenue and Customs (HMRC).

General partners

As a general partner you:

  • are liable for any debts the business can’t pay
  • control and manage the business
  • can make irreversible (‘binding’) decisions for the business
  • can apply for your business to act as an authorised contractual scheme (ACS)

If you are UK resident you must:

You may have to send accounts to Companies House if the general partner is a limited company.