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Limited Partnership Establishment Requirements

Limited partnership establishment requirements in Scotland

Establish Limited Partnership in Scotland

Scottish limited partnership establishment requirements: in Scotland a limited partnership is a structure for business that has both limited and general partners. The general partners have liability for the whole amount of a partnership's debt, while limited partners are only liable for the obligations or debts that they invest in the Scottish limited partnership initially.

A limited partnership, which must be established at Companies House in Edinburgh, can be described as any partnership that includes among the officers a general partner or general partners and at least one limited partner. The limited partners must be different from the general partners, because they contribute either property or a specific value of capital.

It should be noted that limited liability partnerships (LLPs) are different from Scottish limited partnership establishment. Any one person or legally constituted body can be a partner in a limited partnership, either as a limited partner or as a general partner - but nobody can be both a limited and general partner simultaneously.

The type of obligations and debts in a limited partnership depend on which style of partner a person or body is. While general partners are liable for the whole of the partnership's debts and obligations, limited partners only have responsibility for those they themselves inject into the business.

Limited partners are legally protected from incurring additional debts, so they are not able to: -

  • Remove their contribution
  • Take control of the business
  • Make binding decisions for the partnership

Limited partners who choose to manage either the business or take away any of the contribution they make initially lose their protection. This means they become responsible for any obligations or debts up to the value they have obtained from the partnership.

A limited partnership in Scotland must be registered in line with the Limited Partnership Act 1907. Scottish LP formation expert Coddan Ltd can work with you to make sure this happens correctly. The expert team at Coddan will make sure that all partners in the business sign a Scottish limited partnership establishment form.

This limited partnership establishment form must be returned to the Registrar of Companies. The limited partnership officially comes into being when this form has been registered and accepted by the Scottish Companies Registrar.

The information that has to be included is: -

  • The partnership's name including the ending of either "LP" or "Limited Partnership"
  • The partnership's address, which has to be in an area of the UK where the principal place of business is located (it's not possible for overseas limited partnerships to be registered)
  • Each partner's full name and whether they are limited or general partners
  • If it's applicable, the partnership's length
  • Descriptions of each of the limited partners included with a statement confirming the partnership is limited
  • The exact contribution made by each of the limited partners

Limited partnership establishment in Scotland for overseas clients: if you are the customer from a foreign country and do not have the valid address in Scotland, which you can use as the registered office address for your limited partnership, we can help. We can provide you a registered business address in Edinburgh for the incorporation of your limited partnership in Scotland.

The Registrar of Companies in Scotland issues a certificate of limited partnership registration only if all these particulars are correctly included. A standard fee for the limited partnership start-up in Scotland is included into the price of our limited partnership incorporation packages, and the registration of limited partnership in Scotland takes about from five to eight business days.

Though the Scottish limited partnership establishment  can happen on the same day for an additional charge, and you can apply for the same day limited partnership creation by checking the appropriate check-box on our limited partnership incorporation form. The details of a limited partnership can be adjusted by filling in and returning specific form to Companies House in Scotland, with the Registrar of Companies being notified in seven days of this change occurring.

Open LP in Scotland

Useful tip with regards to the general partner

Normally people do now want to be responsible for their business debts, and they are looking to protect their personal liability by creating separate business entities, to have the legal limited liability protection. With the establishment of the limited partnership, you can use the same way, by registering a separate company (in the UK or in offshore) and appoint such company as the general member of your Scottish LP partnership. Contact us, if you need further clarification about this point.

With us, your Scottish limited partnership establishment needs are come to the reality, you do not need to spend thousands of dollars or euros to establish a limited partnership in Scotland with Coddan Ltd.