Scotland Limited Partnership
General Information


Scottish L.P. companies require a minimum of 2 Partners, who may be natural persons or corporate bodies from any legal jurisdiction.

Register of Partners

Each Scottish L.P. company must file a register of its Partners with the Register of Enterprises of Scotland.

Scotland Limited Partnership Shareholders

The capital of the company is divided between its Partners.


There is no statutory requirement for a Company Secretary to be appointed.

Authorised share capital

Standard authorised capital = GBP 100

Company Names

The name of a Scottish L.P. company must end with the words Limited Partnership or the suffix “L.P.”.

Company names containing restricted words such as “Bank”, “Insurance”, “Trust”, “Assurance”, “Building Society”, “England”, “British”, “European”, “Irish”, “National”, etc. will not be permitted unless an appropriate national operating licence or special permit has been obtained by the company. Also the words “International”, “Holding”, “Group” are subject to individual acceptance by Companies House.

Scotland Limited Partnership Beneficial Ownership information

Information with regard to ultimate beneficial ownership must be disclosed to the Registered Agent of the company and is held by the agent on a confidential basis.

Filing of Annual Return

There is no requirement to file an Annual Return.

Filing of Financial Statements

Every Scottish L.P. must keep appropriate accounting records, and prepare Financial Statements annually. Relevant Tax Declaration must be submitted to Her Majesty Revenue & Customs annually.

Tax Treaties

L.P. companies that do not carry on any commercial operations in the UK; do not derive any income from UK sources, and are managed and controlled by Members who are not UK residents, are not regarded as residents for tax purposes in UK, and therefore are not entitled to take advantage of international Double Tax treaties concluded by the UK with other countries.

Taxation of partners in an SLP

UK tax resident partners are subject to UK tax on their share of worldwide partnership profits. Those partners who are not UK residents, however, will only pay UK tax if the partnership is carrying on a trade in the UK, and only on their share of profits arising in the UK. Whether or not partnership activities amount to trade can be a difficult question, and care must be taken to ensure that the SLP will not inadvertently act in such a way as to be deemed to be carrying on a trade in the UK. Provided the partnership is not trading in the UK, however, no UK tax will be payable by non-UK resident partners.

Tax planning and mitigation

Because it has separate legal personality and tax transparency, it is worth considering using the SLP in the context of tax structuring. SLPs are popular vehicles for use in a range of tax mitigation schemes that may be set up to reduce the liability of the partners to the UK and/or foreign tax on income and chargeable gains or stamp duty land tax (known as SDLT). These structures can be rather complicated to set up but, where the requisite conditions are met, offer significant potential tax savings.

scotland limited partnership

Established in 2009, TBA Associates has a dedicated Business Development Team fully specialised in tailor-made solutions for wealth preservation and enhancement. This expert team provides tax-efficient structures to facilitate cross-border transactions.

The TBA Associates experts will enable you to make the right decisions, while you receive constant guidance as you need it, during the process.

The team will assist you in planning and implementing strategies that will enable you to conduct your financial affairs with absolute confidentiality in an environment free from adverse tax laws.

Be sure to read the information page that goes into more detail specifically about the main advantages of setting up a Scottish Limited Partnership.

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