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  • Companies
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  • Scotland LP

Scotland Offshore LP Company Incorporation

Scotland Limited Company Registration

Overview of a Scotland Limited Partnership (LP)

Scotland offers a Limited Partnership (LP) commonly referred to as a SLP that has been feature of the Scottish financial system for for over a century. Though it is relatively unknown in the world of offshore finance, it is quite an attractive jurisdiction that offers many of the same advantages as many Caribbean tax havens.

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 a 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 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.

Advantages of a Scottish 'Offshore' LP

  • 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

Top Uses of a Limited Partnership

  • 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 ScotLand 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 / License Fee  GBP 100
Annual Return Filing Fee GBP 15
Other  
Requirement to file annual return Yes
Migration of domicile permitted No


Scotland Company 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

Scotland Company Document Requirements

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.

Scotland LP 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 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.

Licence Fee

GBP 20




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