A company in Scotland - a Scottish Limited Partnership (SLP) used as an offshore vehicle
A Scottish limited partnership (an LP registered in Scotland) is a time proven venture and it has gained popularity among businesspeople due to the combination of two features, namely although SLP is a legal entity, it is not taxed as a legal entity, i.e. it is tax transparent. This means that no tax is payable by the SLP itself. Instead, the UK tax authorities treat the firm income as the income of its members; therefore the partners are taxed on their share of partnership income. Provided the partnership is not trading in the UK, no UK tax will be payable by non-UK resident partners.
A SLP must have two types of partners - general partners who run the firm and are liable for the debts and obligations of the limited partnership and limited partners whose liability is limited to their capital contribution. A limited partnership must have at least one general partner and one limited partner.
Possible utilization of a Scottish limited partnership
An SLP with members outside the EU are commonly used for holding and owning of investments and assets, such as real estate, shares or other property; international trading operations; consultancy firms. Lately SLPs have been used for e-commerce operations as well. A Swiss bank account will add to the functionality of the LP.
To set up an SLP a special form must be filed with the Registrar in Edinburgh, Scotland. This form sets out the basic details of the SLP: name; general nature of business; principal place of business; name of each partner; term of the partnership or, if there is no definite term, the conditions of existence; statement that the partnership is limited; capital contribution of each limited partner and date of commencement.
No capital duty is payable on capital contributions and there is no minimum capital requirement for a limited partnership.
Unlike UK limited companies and limited liability partnerships, limited partnerships in Scotland do not need to file annual accounts with the Registrar.
The principal place of business of a SLP must be in Scotland. This is generally interpreted as that the SLP must have its administrative headquarters there. Accordingly, the administrative headquarters may be little more than a location where records of management decisions and, possibly, accounting records are kept up to date and available for inspection by the partners.
Fees in GBP
- SLP registration including Registered Address and Agent in Scotland, Company Secretarial Maintenance, Government fees, Certificate of Registration, Partnership Agreement is GBP 290.
Documents required for registering a Limited Partnership in Scotland
- We will need a certified copy of the passport and a fresh utility bill dated less than 2 months as proof of address for every SLP member. We can also provide our nominees standing as Scottish LPpartners.
We will be happy to assist with establishing a bank account for your Scottish Partnership in Switzerland or in other jurisdictions. Please ask for the details.
A Scottish Limited Partnership is a cost effective tax free entity that can be used for various activities, trading in particular, especially when trading takes place outside of the UK. An SLP provides a UK image to internationally trading structures without incurring UK tax charges.
Please send us an email if you would wish to proceed with registering an SLP or need more details.