Scotland (UK) – Limited Partnership
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.
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
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.
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 a Financial Statements annually. Relevant Tax Declaration must be submitted to Her Majesty Revenue & Customs annually.
L.P. companies that do not carry on any commercial operations in 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 resident 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 resident, 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 a 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 which may be set up to reduce the liability of the partners to 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.
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Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs
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