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UK company formation
  • Limited Partnership (LP) is a type of partnership regulated by Limited Partnerships Act 1907 and Partnership Act 1890. This structure is often relevant in cases where traditional offshore companies cannot be used for a number of reasons.
  • Limited Partnership consists of 1 (or more) general partners who are liable for all debts and obligations of the partnership and exercise its management, and 1 (or more) limited partners who made a contribution into partnership’s capital (by means of money or other property with monetary evaluation).
  • LP registered in Scotland has a separate legal personality, while LP registered in England has not.
  • Any natural person or legal entity irrespective to residence or citizenship may be a partner in LP.
  • General partner may act on behalf of LP (as well as other persons authorized by partnership by power of attorney).
  • “Tax transparency” rule: LP itself is not subject to taxation in the UK. LP’s profit is distributed between its partners who must pay taxes in the country of their tax residence.
  • Legal entities incorporated in offshore jurisdictions may be the partners in LP. It may result in complete absence of taxation of LP in the UK.
  • In that context, Scottish partnerships are sometimes called “Scotland offshore companies”. Nevertheless, LP cannot be considered offshore. Scotland, as well as the other parts of the UK, has no features of offshore jurisdiction.
  • Scottish LPs must prepare financial statements, but in case if general partner is a foreign (not British) company, filing of the financial statements to the Company Register is not required.
  • LP and its partners must file annual tax returns.

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