Business Structures in Scotland

Choosing a Business Structure

For any overseas company beginning to trade in a foreign jurisdiction, choosing the most appropriate business structure will be one of the many important considerations. The choice of structure will have taxation, legal and regulatory implications.

The range of business structures available in Scotland is similar to that of the rest of the UK; however, there are some important distinctions.

The most commonly used structures are:

Private Limited Company

A private limited company can be incorporated in any part of the UK, but must have and maintain its registered office in the country in which it was incorporated (e.g. Scotland). A limited company has its own legal personality and can be incorporated with a share capital of as a little as £1. At least one director (and, subject to proposed legislation, all directors) must be a natural person, although all shareholders may be body corporates.

Public disclosure requirements apply, including the filing of annual accounts and disclosure of the ultimate beneficial owner(s) under the Persons of Significant Control regime. A private limited company cannot offer its shares for sale to the public.

Limited Liability Partnership (LLP)

An LLP is a corporate body with its own legal personality although has some features of a general Partnership, including the ability for any partnership agreement to be kept private and tax transparency (subject to a few exceptions), meaning that the LLP itself is not charged on its profits but members (or Partners, as they are commonly referred to) are subject to individual taxation on their own remuneration/drawings.

LLPs are subject to public disclosure requirements including the publication of annual accounts, and names of members.

Scottish Limited Partnership (SLP)

SLPs are a relatively niche structure, commonly used in property investment transactions. SLPs are distinct legal entities and have both General Partners and Limited Partners who have unlimited and limited liability respectively. Limited partners must not be involved in the management of the firm and will lose their limited liability status if they become involved in the management (which may be as little as signing a contract on behalf of the SLP).

The unlimited nature of a General Partner’s liability may be mitigated by appointing a private limited company as the General Partner. Although there are limited public disclosure requirements for SLPs, since June 2017, SLPs have been required to notify the UK company registrar of any “persons with significant control”.

General Partnership

A General Partnership in Scotland is created where two or more persons carry on business in common with a view to generating profit. Unlike in the rest of the UK, a Partnership in Scotland enjoys separate legal personality, meaning it can enter contracts, sue, and be sued in its own name.

There is no requirement for a formal partnership agreement (although we would recommend one) and there are relatively limited regulation or public disclosure requirements. However, each Partner is subject to unlimited liability for all of the Partnership’s debts.

Branch Office

Setting up a branch office involves registering with the UK company registrar a UK place of business of a foreign company. It does not involve the creation of a separate UK legal entity, and the company will continue to be taxed and subject to regulation in its home jurisdiction. Constitutional documents, annual accounts, and details of officers require to be filed with the UK Company registrar (translated into English where necessary).

Whilst a branch office is relatively simple to set up and administer, it may not satisfy suppliers and/or customers who require a UK entity to do business.

In 2016, we were one of the first law firms in Scotland to become accredited Living Wage employers.
Shortlisted for Firm of the Year at the Scottish Legal Awards 2022.
Winners of Corporate & Commercial Team of the Year and Family Law Team of the Year at the Scottish Legal Awards 2020.
Our Real Estate team won the Property Team of the Year Award at the British Legal Awards in 2018.
Winner of SME of the Year at the Scottish SME Awards 2017, hosted by Scottish Business Insider.
Highly Commended for Commercial Team of the Year at the British Legal Awards 2016.
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MacRoberts is an Associate Member of SELECT, Scotland's largest construction trade association.