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  • Offshore Legal & Tax Consultants

    Scotland Offshore

    EST. 1996

Scottish Company Formation: Registering a Scotland LP

Overview: Scotland Offshore Company Registration (LP)

Scotland offers a Limited Partnership (LP) commonly referred to as a SLP that can be categorized as an offshore company, though it has been a feature of the Scottish financial system for over a century and though bears some resemblances to your traditional tax haven, has some important differences.

Scotland is relatively unknown in the world of tax havens, though the offshore or non-resident company formation industry is very strong and is quite an attractive offshore centre that offers many of the same advantages.
The United Kingdom is a global financial and business leader and is the centre of a number of international trade and commercial enterprises.

Similarly, though the UK is known to have a relatively standard tax rate, and as such is not considered a ‘tax haven’,  yet it gives individuals and companies the opportunity to incorporate as an LP with a zero corporate tax. There is what is called a UK LLP or English LLP which is, however, different from the Scottish LP. 


A Limited Partnership is an agreement that is made with at least two partners and though an LP, upon its formation becomes a separate legal entity, for tax purposes it is transparent. Therefore, it is free from all UK taxation if all of its income and activities are made overseas, though it is the responsibility of the partners to pay taxes within their country of residence. A Scotland LP is governed by the Partnership Act of 1890 which lays down the foundation and regulations of the company.

A properly structured Scottish LP partnered with appropriate international companies, together with nominee services will create a respectable international offshore corporate structure that will give both confidentiality and respectability while remaining completely tax free.

For more information about Scotland as an offshore jurisdiction see here.

Table of Contents:

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Advantages of a Scottish LP Offshore Company Formation

  • A Scottish LP can own property
  • Excellent reputation
  • International recognized and respected jurisdiction
  • A perfect vehicle for investment structures dealing with multiple individuals
  • No corporate or income tax
  • Apart of the European Union
  • Apart of the United Kingdom
  • Beneficial ownership information is not required to be sent to the Register
  • No financial audit is required
  • No need to submit financial accounts
  • Only two partners are required
  • Flexible fund structure
  • Tax transparency
  • An LP is a separate corporate entity

 

  
 
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Top Uses

  • Holding company of physical or non-physical assets
  • Holding of a LLC company
  • International trading
  • International investing
  • International consultancy
  • Any internationally-based commercial enterprise
  • An SLP can be used as a ‘carried interest partner’
  • Tax planning

Key Corporate Features of a Scottish LP

Scotland LP Corporate Details
General  
Type of Entity Limited Partnership (LP)
Type of Law Common Law
Governed by Partnership Act 1890
Limited Partnerships Act 1907
Registered Office in Dominica Yes
Shelf company availability Yes
Our time to establish a new company 3-4 Days
Minimum government fees (excluding taxation) 20 GBP
Corporate Taxation None
Access to Double Taxation Treaties No
Share capital or equivalent  
Standard currency Pounds Sterling
Permitted currencies Any
Minimum paid up GBP 2
Usual authorized GBP 1000
Bearer shares allowed No
No par value shares allowed No
Directors  
Minimum number One
Local required No
Publicly accessible records No
Location of meetings Anywhere
Corporate directorship allowed Yes
Shareholders  
Minimum number Two
Publicly accessible records No
Corporate shareholder allowed Yes
Location of meetings Anywhere
Company Secretary  
Required No
Local or qualified No
Accounts  
Requirements to prepare Yes
Audit requirements No
Requirements to file accounts No
Publicly accessible accounts Yes
Recurring Government Costs  
Minimum Annual Tax   GBP 100
Annual Return Filing Fee GBP 15
Other  
Requirement to file annual return Yes
Migration of domicile permitted No

Registration Packages Includes

  1. Government Registration Fee (First year)
  2. Registered Office Address (First year)
  3. Registered Agent Services (First year)
  4. Company Secretarial Maintenance
  5. Certificate of Organisation
  6. Articles of Organisation
  7. Minutes of First Organisers Meeting
  8. Ownership Certificates
  9. Register of Members
  10. FREE Phone and/or email consultations

Company Document Requirements for a Scottish Company

In order to form a SLP a registration form or LP must be filled and signed by all the partners in the proposed company. The following information must be included:

  • The proposed name of the company
  • The proposed activity of the business
  • Business address
  • Names of each partner
  • The length of the partnership - if applicable
  • A written statement that the partnership is limited
  • A written statement declaring the amount that each limited partner is contributing and the form of the contribution
  • Registration fee of twenty pounds

Please note: Overseas limited partnerships cannot be registered. The business address must be an area of the UK/Scotland where the principal place of business is situated. After registration it is then possible to change the area of principal business.

   

 
 
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Company Registration Process

In order to register a company, this is what the process will look like:

  • Step 1 Offshore Protection works with you to secure a company name with the Company Registry
  • Step 2 Offshore Protection works with you to get a Memorandum of Association (MOA)
  • Step 3 Offshore Protection helps you to prepare and file incorporation documents
  • Step 4 Offshore Protection helps to prepare KYC and AML documents needed to open a corporate bank account
  • Step 5 Offshore Protection delivers the certificate of incorporation

Corporate Bank Account for a Scottish company

You can open a corporate bank account in most countries around the world with a Scottish company. We have banking connections in dozens of countries, though the ones we recommend will be dependent on your situation as some banks require in-person visits, higher capital, more due diligence, and references, while others have minimal requirements.

We suggest getting in touch for a consultation as there are many variables that go into finding the best place to open a bank account for your company.

Corporate Taxation

Scottish Limited Partnership’s are transparent entities, in that for UK tax purposes that are not treated as being taxable entities by the HMRC, though it is a separate legal entity and can enter into contracts and own assets, sue and be sued.

For all SLP companies that do not carry out any operations within the UK and/or Scotland, and do not derived any income from within the UK and Scotland, and are whose members are not UK residents are exempt from paying local UK corporate tax.

All profits or income derived from the SLP are distributed to the limited partners, which remains untaxed, if given the conditions above. Furthermore, there are no taxes on dividends, interests, royalties, rents, compensations, bonuses or commissions.

Scotland LP Company Corporate Details

Anonymity, Confidentiality and Disclosure

All financial records are publicly. The disclosure of beneficial ownership are not required to be submitted to authorities, though it must be submitted to the Registered Agent, which is held on a confidential basis. Nominees members are allowed to be used.

Limited Liability

The benefits of a limited liability is that, all limited partners are liable only to the amount of the contribution within the company.

Required Capital

There is a minimum required capital of GBP 2 with a usual authorized amount of GBP 1000.

Financial Statements required

Not required to file accounts with the Revenue Service, but a SLP must prepare accounts, and have detailed accounts which show the good standing of the company.

Company Secretary

A company sectary is not required

Company Meetings

Company meetings of an SLP may take place anywhere in the world

Principal Corporate Legislation

The principal pieces of corporate legislation that related to SLP’s are the Partnerships Act of 1890 and the Limited Partnerships Act 1907

Type of Law

Common Law

Members/Partners

It is required that a SLP have at least (2) two partners. One partner must be named the General Partner who takes on the responsibility of management of the company and are obliged to take on the debts and responsibilities of the SLP, whereas other partners entering into the SLP would be classified as a limited partner, whose responsibilities are limited to the amount contributed to the SLP and are not liable for any expenses or debts taken on in the future.

A Partner may leave the company without the LP needing to dissolve. A Partnership agreement should be made upon the entering into and formation of an SLP so as to have clearly defined regulations, profit distributions and policies outlined between members. If any changes are made concerning the role of any of the partners, the Register of Companies must be notified within seven days of the changes being made.

Trading Restrictions

There are a few restrictions on trading and doing business in such areas including but not limited to: insurance, assurance reinsurance, fund management, collective investment schemes, and trust management.

Exchange Controls

There are no exchange controls in Scotland

Powers of the Company

A SLP is a separate legal entity, though for tax purposes it is considered to be tax transparent, that is the tax burden is based upon the individuals or partners of the company who pay taxes individually in their home country.

Registered Office required

A registered office is required to be kept in Scotland

Local Presence

No local presence required, but the place of business is first registered in Scotland, where then it can be transferred to any other country.

Audit Requirements

There are no audit requirements for a SLP

Annual Reporting

It is required that an SLP file an annual return ever (12) months from the date of the company’s formation. A SLP must submit the relevant tax declaration form (form SA800) to HMRC annually.

Shelf Companies available

Yes Shelf companies are available.

Time required to form offshore company

3 – 4 days for initial registration, the whole process may take between 4-6 weeks

Name Restrictions

The name of the company can not used words including, but not limited to: bank, building society, royal, trust company, trustee company, royal, chamber, cooperative etc.

Language of Name

English

Names of Company requiring a special licence or permission

A company may not use the words including, but not limited to: bank, insurance, trust without the appropriate licence. For a complete list of names please contact the Companies Registry.

Permitted limited liability suffixes

A SLP must have ‘Limited Partnership’ or its abbreviation L.P. after the name of the company

Access to Double Tax Treaties

A SLP does not have access to UK/Scotland’s Double Taxation Treaties.

Government Annual Fee

GBP 100




scotland company flag

Scotland Company Formation FAQ

Why do businesses register a company in Scotland?

Businesses register a company in Scotland because international corporate structures provide asset protection and tax reduction possibilities that are found only in non-resident legal structures. Scotland offers both a safe and stable offshore jurisdiction with strong confidentiality laws, a favorable tax regime and the ability to benefit from a corporate business environment that is decidedly business-centric. 

The government and regulatory bodies seek to attract regional and international businesses by providing business-friendly policies to attract investors and entrepreneurs into the country.

How much does it cost to start a company in Scotland?

Scotland company registration costs vary, which is why we do not include them on our website. Prices depend on the legal and corporate services required, as well as secretary, auditing and signatory services which are often needed (though not always) if you are incorporating a non-resident company.

Registration and incorporation fees for 1st-year companies vary anywhere from 1000-5000USD with 2nd-year fees ranging anywhere from 500-2000USD. However, even these figures are not always the case, as all of this depends on the services required, so beware of any service provider that states their fees exactly, as you will be disappointed in seeing that number change. Get in touch for a price quote.

How to set up a company in Scotland?

In order to set up an offshore company in Scotland, you need to fulfill the necessary requirements which mean: (1) pay registration costs (2) get your company name approved (3) submit company documents (Articles of Incorporation, Memorandum of Association etc...) (4) appoint a director(s)/member(s) and (5) get a registered office and secretary if applicable.

Once your company is formed you can open a corporate bank account which will require KYC and AML verification. All of the steps above can be done virtually, except some countries do require physical in-person visits in order to open a bank account. Get in touch to know the details, as this changes regularly. Once all these steps are completed you will have the incorporation documents sent to your physical address. 

Can I open a business bank account for my company in Scotland?

Opening a business bank account is definitely possible and is one of the main reasons why businesses open a foreign corporation in the first place. However, it often can be the most challenging part of any offshore incorporation process because of the requirements and documents needed in order to satisfy Anti Money Laundering (AML) and Know Your Customer (KYC) laws.

That being said, some jurisdictions are harder than others and we will assist you through the entire process.

Can Offshore Protection create a company for me?

Yes, we can! Offshore Protection has been establishing companies around the world for nearly three decades. We have engaged in client legal and corporate services, including opening companies, offshore trusts, getting financial licenses, and accounts in dozens of countries around the world. Get in touch to find out more.

Scotland LP Company Registrationwith Offshore Protection

Join thousands of satisfied clients who have experienced the Offshore Protection advantage for more than 25 years. When you purchase any of our offshore company formation products, you'll get FREE support from our lawyers to help answer your overseas company day-to-day management questions.

Start the Incorporation process with Offshore-Protection today. Order a Scotland LP with or without a bank account.

  

  
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*Note for U.S. citizens: US citizens are limited in their tax reduction possibilities due to FATCA and CFC laws. Opening an offshore company can increase privacy and asset protection, but you can not eliminate your taxes without giving up your citizenship. If you are a US citizen you are obligated to pay taxes on all worldwide income. Read more here about FATCA and CFC laws.

 

 

Disclaimer: Offshore Protection strives to keep information on this website updated, however, laws and circumstances are subject to change. All information on this website is for reference purposes only and does not constitute legal or tax advice. Contact Offshore Protection for specific advice regarding your situation.



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