A Scottish Limited Partnership (SLP) is a convenient form of limited partnership for running a business in the UK. Foreign entrepreneurs prefer an SLP because it allows them to optimise their taxes and avoid complex corporate reporting. Until recently, it was possible to withhold information about the ultimate beneficiaries of an SLP.
Imperial & Legal’s specialists explore the limitations and benefits of SLPs in this article to help you decide whether this type of company is suitable for your business.
SLP structure is very similar to that of other limited liability partnerships; all are regulated by the Limited Liability Partnerships Act 1907.
This law prescribes the following:
A Scottish limited partnership can be registered at Companies House by submitting a completed and signed LP5 form with a cheque for £20 to the Scottish branch of Companies House in Edinburgh.
Persons with significant control in an SLP, be it an individual or a company, have the following characteristics:
Providing information about all persons with significant control is a new requirement that has been introduced relatively recently to stop SLPs from withholding information about their ultimate beneficial owners. Even if an SLP does not conduct business in the UK, it is still required to send a confirmation statement to Companies House each year and confirm or update its partners’ information.
You will need to submit the application for an SLP by post and include a cheque or postal order for £20 to cover the registration fee.
The whole registration process looks easy. However, a start-up entrepreneur has to deal with a lot of other issues, for example, finding an office or post office box in Scotland to rent as a legal address or filling in the LP5(s) form correctly.
Imperial & Legal’s team have prepared 3 incorporation packages to resolve most SLP registration matters. It frees the entrepreneur’s time and energy that they can spend on business development.
If you want to find out more about what Imperial & Legal’s advisors offer for start-up entrepreneurs, book a consultation or check the company’s website.
There are at least two cases in which limited partners of a Scottish limited partnership are fully liable for the debts of the company:
Until recently, it was possible to list a foreign company registered in an offshore jurisdiction as a partner of an SLP partnership and thereby conceal the identity of ultimate beneficial owners.
From 24 July 2017, all SLPs must:
SLPs must submit a confirmation statement at least once every 12 months. However, the law does not regulate the number of such submissions per year if an SLP need to file it more often.
The Companies House register, which can be viewed by anyone, contains only the full name of the partner and the month and year of birth. The address and date of birth of a person with significant control in an SLP are not included on the public register, but this data can be provided on request to authorities.
You can limit access to your personal data by writing to Companies House if you have a valid reason.
The government authorities usually make concessions for a person with significant control and remove their personal data from the public register if they or their relatives are at risk of being attacked or threatened. Another reason for the request may be that the applicant belongs to a religious community whose rules prohibit members of the community from entering into commercial partnerships.
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