• General partner is liable for any debts the business can’t pay, controls and manages the business, makes irreversible decisions for the business;
• Limited partner only contributes an amount of money or property to the business. Limited Partner can not manage the business and is only liable for debts up to the contributed amount;
There is a difference between LPs registered in England and Wales and those registered in Scotland (SLP). SLP has a separate legal personality from its partners. This means that a Scottish LP can raise legal actions, be sued in its own name and own property in its own name.
In addition, as an entity with separate legal personality, a Scottish LP is likely to be treated in certain jurisdictions as a foreign entity distinct from its partners, which could bring tax benefits, which are not available to LPs incorporated in other jurisdictions. One more technical advantage of SLPs (as well as LPs registered in England and Wales) is that SLPs do not need to send accounts to Companies House.
• Can't be exactly the same as another registered company’s name;• Must end with LP• Can’t contain “sensitive ” words unless you get permission. For example, «Trust», «Bank», «Fund», «Dentist», «Royal» and others.
• Directors are not appointed in SLP. General Partner performs all administrative and representative duties similar to what Directors do in ordinary companies.
• Not appointed.
• Every SLP must have a Registered Office address in Scotland. It must be a physical location in Scotland at which official documents can be served.
• A person with significant control (PSC) is someone who owns or controls your LP. They’re sometimes called ‘beneficial owners’. Details of PSC must be recorded and submitted to Companies House
Annual Requirements• Confirmation Statement. It is a snapshot of general information about registered office address, of SLP, PSC or RLE
• There is no requirement to submit financial accounts to Companies House.
• SLP needs to submit Partnership Tax Return to HMRC annually.
• General Partner is responsible for submission of Tax Return to HMRC.
• Under certain circumstances and after proper notification to HMRC, SLP does not need to submit tax return to HMRC. Provided that:
• SLP is not working and/or controlled in the UK;
• SLP does not have any property in the UK;
• Members of SLP are non residents in the UK;
• SLP does not receive any profit from UK sources, etc.
• Relief from submission of tax returns should be properly confirmed by HMRC, thus we recommend you to take an advice from tax advisor or accountant.
• SLP that is not relieved from tax returns should submit their tax returns to HMRC on annual basis. Financial year for SLPs is the same as for individuals – from 06 April till 05 April of the next year;
• Accounting period cannot be shortened or extended.
• SLP must deliver its tax return no later than 31st October each year.
The key advantage of SLP is that it is not taxed as a company and thus is not subject to UK Corporation tax. Each member of SLP is taxed separately on its income received from SLP in the country of its tax residence. Thereby if SLP is not controlled from the UK and does not receive any profit from the UK sources and its members are not residents in the UK, neither SLP nor its members are subject to UK taxation. If, however, SLP receives profit from the UK sources, its members (even not residents) must register with HMRC and declare income received from SLP, from UK sources and to pay taxes on such income.
Information about SLPs is partially open for public in the UK. It is possible to have information about names of Partners and PSCs. However, such information as addresses of Partners and their contribution to LP’s capital is not open for public. As there is no requirement to submit financial accounts – such documents are not available for public.