Scotland Limited Partnership (LP)

Scottish LP

For all Companies to be or already registered at Companies House

Scottish LP With Nominee Limited Partner

1stchoice Business Solutions LTD will provide one nominee limited partner for your company with £1 amount contributed.

Scottish LP With Nominee General Partner.

1stchoice Business Solutions LTD will provide one nominee unlimited partner for your company with £1 amount contributed.

Scottish LP With Nominee General Partner And Nominee Limited Partner

1stchoice Business Solutions LTD will provide 1 nominee general partner and 1 nominee limited partner each contributing £1.

Option 1- Scottish LP - £126+vat:

This includes the following items:

  • A certificate of registration and partnership agreement;
  • 2 membership certificates & a meeting of the member's board;
  • Edinburgh Registered Office for 1 year. Mail will be scanned and loaded to ShareFile for members to access. The annual renewal fee for this service is £36+vat per year.

Option 2- Scottish LP with nominee limited partner- £246+vat

This includes the following items:

  • All the items included in Option 1
  • A nominee limited partner with a signed power of attorney for 1 year. The annual renewal fee for the nominee partner is £120+vat
  • The signed, undated resignation letters from the nominee member;
  • An agreement for the provision of the nominee service.

Option 3- Scottish LP with nominee general partner- £366+vat

This includes the following items:

  • All the items included in Option 1
  • A nominee general partner with a signed power of attorney for 1 year. The annual renewal fee for the nominee partner is £240+vat.
  • The signed, undated resignation letters from the nominee member;
  • An agreement for the provision of the nominee service.

Option 4- Scottish LP with nominee general partner and nominee limited partner- £486+vat

This includes the following items:

  • All the items included in Option 1
  • Two nominee partners with a signed powers of attorney for 1 year. The annual renewal fee for the two nominee partners is £360+vat.
  • The signed, undated resignation letters from the nominee members;
  • An agreement for the provision of the nominee services.

Scotland Limited Partnership (LP) Company Formation

Scottish limited partnerships are generally used for investment purposes by offshore residents and companies.

Features of Scottish Limited Partnerships (LPs)

  • Scottish LPs have a legal personality of their own, unlike LPs registered in other UK jurisdictions such as England, Wales and Northern Ireland.
  • Registration is with Companies House in Scotland
  • Partnership agreement (written or otherwise) governing the relationship between the partners and the partnership will be subject to Scottish law.
  • The domicile and principal place of business is in Scotland although it can trade and hold investments anywhere in the world. Accordingly, a Scottish LP must have its registered office in Scotland.

Advantages a Scottish LP has over its counterparts in other UK jurisdictions.

  • Having its own legal personality (distinct from that of its partners), gives a Scottish LP the legal capacity to:
    • Enter into agreements,
    • Hold assets in its own name,
    • Borrow money and,
    • Litigate in its own name, even against one of its partners.
  • It is not required to give up its assets or cease trading simply because the membership of the partnership changes.
Features of all UK LPs (including Scottish LPs)
  • General Partner - There must be at least one general partner who does not have limited liability. However, a general partner can be a corporate entity with limited liability so that the owners of the corporate entity are protected from liability.
  • Administration- this is the responsibility of the general partner.
  • Limited Partners- Other partners in the LP can be limited partners with limited liability.
  • Person of Significant Control (PSC) - there is no requirement to give the names of the persons who exercise control over LP’s. Legislation may soon change the PSC disclosure requirements.
  • Nominees- Partners in LPs can be represented by nominees.
Information required by Companies House to set up an LP
  • The name of the Partnership
  • The Registered Office Address
  • General Nature of the Business
  • Details of the general partner (or the nominee)
  • Details of the sums contributed by each partner.
Administrative requirements of LPs
  • An Annual Confirmation statement needs to be filed each year.
  • If each partner is an individual, there is no requirement to file accounts at Companies House
  • If the general partner is a limited company, accounts are required.
Taxation of LPs
  • Providing an LP does not derive any of its income in the UK, it is not subject to UK tax.
  • Profits are attributable to the partners and need to be reported in accordance with the regulations of the jurisdiction in which each partner resides.
LPs (Limited Partnerships) in Scotland compared with LPs in England and Wales
  • LPs in Scotland exist independently of their owners (partners) and can enter into agreements, hold assets, etc. So as partners leave and join the LP is not affected.
  • LPs in the remaining jurisdictions of the UK are not independent of their partners, so it is the partners that hold assets and enter into agreements. Accordingly, every time there is a change in the partnership i.e. partners joining or leaving, the partnership is effectively terminated, and a new partnership is created. Such changes cause disruption to the activities of the partnership and extra-legal work.

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