Services · Company formation

Company registration in Scotland (Scottish LP)

A Scottish LP is a legal person that is tax transparent, and fully transparent about its owners too.

What a Scottish LP is and who it fits

A Scottish Limited Partnership (SLP) is registered at the same Companies House as English companies, under the same Limited Partnerships Act 1907. The difference sits in the law applied on top: Scots law treats a partnership as a separate legal person. In practice an SLP holds assets in its own name, enters into contracts, sues and is sued, and grants security. An English LP cannot do that; there everything is held by the general partner.

At the same time the partnership is not taxed itself. HMRC looks through it and taxes the partners on their share of the profit. If both partners are non-UK residents and the income has no UK source, no UK tax arises on that profit. UK-source income is taxed in the UK regardless of where the partners live. There is no separate Scottish corporation tax, and stories about a special Scottish tax regime for business are simply untrue.

It fits investment and fund structures that need tax transparency and legal personality at the same time; joint ventures between partners from different countries, where each is taxed at home; and asset holding, where it matters that the property belongs to the structure rather than to the general partner personally.

It does not fit, and we will say so plainly: anyone looking for beneficial owner confidentiality, which ended in 2017; anyone whose first priority is a UK bank account, in which case take an ordinary LTD; anyone who needs limited liability for every participant, which means an LLP or an LTD, not an LP; and anyone planning active trading with European counterparties and strict compliance. The comparison is set out in our article on registering a company in Scotland in 2026.

Requirements: partners, address, registers

Partners. At least two. The general partner runs the business and is liable for its debts without limit; the limited partner risks only the contribution but must not take part in management. The moment a limited partner starts managing, that protection is lost and liability becomes unlimited. Partners can be individuals or companies, and there is no residency requirement.

Capital. No minimum is prescribed and the contribution can be nominal. Returning a limited partner's contribution before winding up is not consequence free: they remain liable to creditors up to the amount drawn back.

Address. The partnership is registered in Scotland and must have an address there. Once the register reform takes effect this becomes a formal registered office, in the same part of the UK where the partnership is registered. Post from the registrar has to actually reach you.

PSC register. Since 24 July 2017 SLPs must identify and disclose their people with significant control: the right to more than 25 percent of assets on winding up, voting rights, or actual dominant influence. The data is public and anyone can read it. Non-compliance carries sanctions, including daily penalties, so the disclosure should be prepared alongside the application rather than afterwards.

Filings and tax. The partnership registers with HMRC and files a partnership return; the partners report their own share of profit, non-residents included. An SLP normally files no public accounts, but there is an important exception: if every general partner is a limited company, the partnership becomes a qualifying partnership under the Partnerships (Accounts) Regulations 2008 and must prepare accounts under Companies Act 2006 rules, and audit them unless an exemption applies. The popular design with two offshore companies as partners can therefore pull filings in rather than keep them out. See also UK audit and accounts.

How the registration runs

1. Consultation, one to three working days. We pick the form: SLP, LLP or LTD. Sometimes the honest answer is that an ordinary LTD solves the task more cheaply and with far less compliance friction, and we say so upfront.
2. Compliance and name check, one to three days. KYC on partners and beneficial owners, name availability, quote fixed in writing.
3. Documents, three to five days. The partnership agreement, which is not published, form LP5(s) signed by all partners, and the information on people with significant control.
4. Filing with Companies House in Edinburgh. The form is a paper filing; the registrar normally registers a limited partnership within a few working days of receiving a complete application.
5. HMRC registration. The partnership gets its tax reference, and the partners usually get theirs too, even where the returns will be nil.
6. Apostille and delivery, one to two weeks on request. Needed if the set is going to a bank or a notary outside the UK.
7. Bank accounts. Handled separately and started in parallel, not afterwards: this is the longest and least predictable part of the project.

A typical run from start to a complete document set is two to four weeks, and most of that goes on collecting signatures and legalisation rather than on the registrar.

What it costs

Every service is priced separately below, so you only pay for what you need. Companies House fees are payments to the state and are settled separately.

Companies House rates changed on 1 February 2026: registering a limited partnership on paper costs £124 and the partnership annual fee is £110. For comparison, incorporating a company online is £100 and an online confirmation statement is £50. The partnership annual fee goes with the new confirmation statement being introduced as part of the register reform.

Prices are indicative and cover our work on a typical case. We confirm the exact quote in writing after a short call - you know the final number before we start. Government fees and bank tariffs are billed separately unless explicitly included.

What changes in 2026: the Companies House reform

The Economic Crime and Corporate Transparency Act 2023 is rewriting the rules of the UK register, and partnerships are squarely in scope. Planning a structure without accounting for the reform is no longer realistic.

• Since 18 November 2025 identity verification has been mandatory for new directors and people with significant control. Those already appointed have a transition period running to November 2026, and unverified individuals block ordinary filings.
• The limited partnership part of the reform was planned for spring 2026 and has slipped: on the updated Companies House transition plan it is expected no earlier than November 2026, with roughly a six month window for the first confirmation statement.
• Partnerships will be able to file only through an authorised corporate service provider (ACSP) supervised for anti-money laundering purposes. Self-filing goes away.
• An annual confirmation statement appears, which limited partnerships never had before, and the data disclosed on each partner widens: full name, date of birth, usual residential address, and a business activity code.
• Where the general partner is a legal entity, it must name an individual as its registered officer, and that person has to verify their identity.
• The registrar gains powers to deregister partnerships that do not comply.

The net effect is straightforward. An SLP stops being a cheap, low-visibility shell. Maintenance costs rise, the opacity advantage disappears entirely, and annual servicing belongs in the budget from day one.

Risks and the uncomfortable truth about banking

Banking. No softening here: SLPs featured in major international money laundering investigations, and the form is firmly on high-risk lists inside compliance departments worldwide. UK banks treat Scottish partnerships with non-resident partners with deep suspicion, and some simply will not look at the application. Workable options are more often payment institutions and EMI accounts, and even there you will be asked about real activity, contracts and identifiable counterparties. If the account is the priority, look at business accounts in the UK and consider an LTD instead.

Tax traps. Transparency in the UK does not mean transparency in the partner's own country: many jurisdictions treat an SLP as opaque precisely because it has legal personality. That creates a hybrid mismatch, and anti-hybrid rules can deny a deduction or tax the same income twice. Zero UK tax is not zero tax overall; the profit simply moves into the partners' tax base.

Liability. The general partner is liable for the partnership's debts without limit. Putting an offshore company in that role moves the risk rather than removing it, and banks can see that.

What usually goes wrong: an incomplete LP5(s) or one not signed by every partner; an address outside Scotland; missed or box-ticking PSC disclosure; a mismatch between the declared activity and reality that surfaces during bank onboarding; and the expectation of confidentiality that this structure has not offered for years.

How we work

The sequence is simple: we look at the task, fix the quote in writing, prepare the documents against a checklist, file and manage the process to a complete set, then remind you about renewals and deadlines in advance, because late penalties almost always cost more than the service. The price list is deliberately itemised: order only the formation, only the maintenance or only an apostille. If the conversation shows Scotland is the wrong answer, we say so and suggest an alternative from company formation. A related service for the same country is investment property, and the full list sits under services.

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