Jurisdiction guide
Scotland: is a Scottish Limited Partnership right for you?
A Scottish Limited Partnership (SLP) is a flexible, tax-transparent structure registered at Companies House, used for holding assets, investments and international business. The UK has tightened the rules for these partnerships, so it’s worth understanding them before you decide. Here is what it offers, what it requires, and who it suits.
At a glance
Legal system: Scots law
Entity type: Scottish Limited Partnership, a partnership with its own legal personality
Registry: Companies House
Currency: Pound sterling
Partners: At least two: one general partner who manages the partnership and is liable for its debts, and one or more limited partners; partners can be individuals or companies of any nationality
Tax: Tax transparent: the partnership isn’t taxed as such, and partners are taxed on their share of profits in their own countries
Registered office: Required in Scotland
Ownership information: Partner and control information is filed with Companies House
Why people choose a Scottish Limited Partnership
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Flexibility. Partners agree their own arrangements in a partnership agreement, including how profits are shared.
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Tax transparency. The partnership isn’t taxed itself. Partners are taxed according to their own residence and circumstances. Your own tax position where you live is separate, and we’ll cover it in your consultation.
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Limited liability for limited partners. Limited partners are generally liable only up to the amount they contribute, as long as they don’t take part in managing the partnership.
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Separate legal personality. Under Scots law, the partnership can own assets and enter contracts in its own name.
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Simple registration. Registration is straightforward and there is no minimum capital.
Who it suits
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Investment and holding structures, including for real estate, portfolios and intellectual property
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Joint ventures and fund-like arrangements between several parties
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International consultancies and groups that want a tax-transparent vehicle
Who it may not suit: anyone who is looking for a “tax-free” structure or privacy. A partnership’s partners are taxed in their own countries, many tax authorities look through the structure, and the UK has introduced reforms to improve transparency. SLPs have also attracted regulatory attention, and some banks are cautious about them. We’ll tell you if another structure is a better fit.
What an SLP must do each year
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Registered office: a registered office in Scotland must be maintained, and the reforms add a requirement for a registered email address.
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Annual confirmation statement: the general partner files a statement confirming that the information on the register is correct, including information on persons with significant control.
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Accounting records and tax filings: the partnership should keep proper records, and partners handle their own tax returns. Whether the partnership must file accounts or a UK tax return depends on its structure and income.
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UK transparency reforms: the Economic Crime and Corporate Transparency Act 2023 is introducing new requirements for limited partnerships. These include more information about partners, only authorised corporate service providers being able to file on a partnership’s behalf, and identity verification in some cases. The reforms are being phased in, so we’ll confirm the current position with you.
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General partner duties: the general partner must not be disqualified, and a corporate general partner must appoint a registered officer whose identity is verified.
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Due diligence: the agent and any bank will verify your identity, address and source of funds.
How it works
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Consultation. We confirm that an SLP fits your goals, residency and business model, including your tax position and who the partners will be.
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Recommendation. You receive a written summary of costs, timelines and obligations.
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Introduction to an authorised corporate service provider. We coordinate due diligence, the partnership agreement and documents. The provider files the registration with Companies House and supplies the registered office in Scotland.
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Banking and ongoing support. We help with banking introductions, annual statements and filings.
Costs
Advisory and coordination
Who it’s paid to: Alloffshore
Amount: €100
Registration, government fees, first-year registered office and statutory filings
Who it’s paid to: Partner provider
Amount: €585
Annual renewal (registered office, annual statement, government fees)
Who it’s paid to: Partner provider
Amount: €585
What you’ll need to provide
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A passport copy for each partner and each person with significant control
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Proof of address dated within the last 3 months (utility bill or bank statement)
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A short description of the business and expected activity
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Source of funds information
Banking with an SLP
Because of the attention SLPs have attracted, many banks apply enhanced checks and some won’t open accounts for them. A clear business rationale and well-documented partners help. We help you choose banks that fit your business and location, prepare the application, and understand what each will ask for. We can’t guarantee approval.