English (United Kingdom)

Introduction

A Scottish Limited Partnership may be formed under the Limited Act 1907, (“LPA 1907”). The partnership requires at least one limited partner and at least one general partner. The general partner will be responsible for the management of the partnership and is the only partner whose liability is unlimited. Each limited partner’s liability is restricted to his capital contribution and any undrawn profit.

The legal position of any firm in Scotland is as a distinct legal person separate from its members, as a distinct legal entity, there is no requirement to list the partners on letterhead.

Formation and Administration

Registration is completed by delivering a statement of particulars and completed Companies House forms to the Registrar of Companies office in Edinburgh.

  • The firm name
  • The general nature of the business
  • The principal place of the business
  • The full name each partner
  • The term of partnership (if any),
  • A statement of limited liability
  • Original capital contributions of each partner

No capital duty is payable on capital contributions.

Taxation

A Scottish Limited Partnership is not subject to corporation tax, (even though it is a separate legal person), because it is not a body corporate for UK tax purposes.

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