BRIS GROUP · Company Formation & Taxation
Scotland Company Formation FAQ
Scottish Limited Partnership (SLP) formation, partners, registration, UK taxation and ongoing compliance.
Before you begin
Frequently asked questions about Scotland
This guide covers Scottish Limited Partnerships (SLPs), not ordinary Scottish limited companies. SLPs have separate legal personality under Scots law, while their tax treatment generally follows UK partnership transparency principles.
Company formation in Scotland
What is a Scottish Limited Partnership (SLP)?
An SLP is a limited partnership registered in Scotland under the Limited Partnerships Act 1907. Unlike limited partnerships formed elsewhere in the UK, an SLP has separate legal personality under Scots law.
Is an SLP the same as a Scottish limited company?
No. An SLP is a partnership with general and limited partners; a Scottish Ltd is a company limited by shares. They differ in liability, governance, tax treatment and filing requirements.
Who can form an SLP?
UK and overseas individuals and legal entities may generally be partners, subject to identity checks, sanctions, applicable restrictions and Companies House requirements.
How many partners are needed?
At least one general partner and one limited partner are required. The same person cannot satisfy both roles alone.
What is the general partner responsible for?
The general partner manages the business and is liable for the partnership’s debts and obligations without the limited liability available to a limited partner.
What is the limited partner’s liability?
A limited partner contributes capital or property and generally limits liability to that contribution, subject to the statutory rules, including restrictions on participating in management.
Can a company be a general or limited partner?
Yes. Corporate entities can be appointed as partners, subject to identification, registration and disclosure requirements.
Must the partners live in Scotland?
There is no general rule that all partners must reside in Scotland. However, the SLP must meet Scottish registration and principal-place-of-business requirements and any applicable regulatory obligations.
What capital must a limited partner contribute?
A limited partner must contribute capital or property valued at a stated amount; there is no general statutory fixed monetary minimum for all SLPs.
How is an SLP registered?
The partners apply to Companies House using the Scottish limited partnership registration process, including form LP5(s) for a standard SLP, the required particulars and the filing fee.
What is the registration fee in 2026?
The Companies House fee for registering a Scottish limited partnership using LP5(s) is £124 as stated in the February 2026 guidance. Professional formation fees are separate.
How long does registration take?
Processing depends on Companies House workloads, the completeness of documents and compliance checks. No fixed same-day or 24-hour registration should be promised.
Is SLP ownership confidential?
No blanket anonymity exists. Partner particulars and persons with significant control (PSC) information must be provided under applicable rules, and relevant register information is public.
Can an SLP open a business bank account?
An SLP can apply for banking services, but approval is discretionary and requires ownership, partner, activity, source-of-funds and tax-residency checks.
What ongoing filings are required?
SLPs must keep registered particulars up to date, comply with PSC filing requirements and submit relevant changes to Companies House. Accounts, tax and other filings depend on the partnership and its partners; an SLP is not automatically subject to the same annual return rules as a Ltd.
Taxation and ongoing compliance
Is an SLP taxed as a company?
Generally no. An SLP is usually transparent for UK direct-tax purposes, so taxable profits and gains are allocated to partners under the applicable partnership rules. Exceptions and anti-avoidance provisions can apply.
Does an SLP automatically pay 0% UK tax?
No. Tax transparency does not mean universal tax exemption. Partners can have UK tax liabilities depending on residence, income source, UK activities and applicable rules.
How are profits allocated to partners?
Partnership profits are allocated under the partnership agreement and tax rules. The tax allocation is not necessarily determined by when cash is distributed.
Are retained profits tax-free?
No automatic exemption applies. Partners may be taxed on their shares of taxable partnership profits even when money remains in the SLP.
How are UK-resident individual partners taxed?
UK-resident individuals are generally taxed on their allocated taxable partnership income under applicable UK income tax rules, with National Insurance considerations where relevant.
How are UK corporate partners taxed?
A UK corporate partner generally includes its taxable share of partnership profits in its Corporation Tax computation. The main UK Corporation Tax rate is 25%, with a 19% small-profits rate and marginal relief where applicable.
What about non-UK-resident partners?
Non-resident partners may still be taxable on UK-source income or profits attributable to a UK trade or permanent establishment. Their home-country taxation and treaties must also be considered.
Is foreign-source income automatically exempt?
No universal exemption applies. The partnership’s activities, each partner’s residence and classification, UK-source rules and foreign tax law determine the outcome.
Does an SLP need to register for VAT?
VAT registration may be required if the partnership makes taxable supplies and meets UK registration conditions. The general UK VAT registration threshold is £90,000 of taxable turnover, subject to special rules.
What is the UK standard VAT rate?
The standard VAT rate is 20%; certain supplies qualify for reduced, zero or exempt treatment. International supplies require separate place-of-supply analysis.
Must an SLP file a partnership tax return?
An SLP carrying on a business or receiving taxable income may need to register with HMRC and file a partnership return, with separate partner returns as required. Requirements depend on the circumstances.
Are capital gains taxable?
Gains are generally considered at partner level under applicable tax rules, with special treatment for certain partnership assets and transactions. UK land gains may trigger UK tax even for non-residents.
Are there stamp taxes on asset transfers?
Transactions involving UK land, shares or other chargeable assets can trigger SDLT, Scottish LBTT, stamp duty or SDRT, depending on the asset and transaction. An SLP does not provide a blanket exemption.
Can partnership losses be carried forward?
Loss relief depends on each partner’s tax status, the nature of the activity and UK restrictions, including specific rules affecting limited partners. Losses cannot be assumed freely transferable.
Can an SLP be redomiciled from abroad?
There is no general straightforward statutory process to continue any foreign company as an SLP. A new SLP may be formed and assets or contracts transferred subject to legal, tax and consent requirements.
Continue your research
Further guidance
Official Scottish limited partnership registration, PSC and UK tax guidance.
Official references: Companies House — Register a limited partnership · Companies House — LP5(s) and £124 fee · Companies House — Scottish LP forms · HMRC — Corporation Tax rates