Scottish Limited Partnerships (SLP)

A Scottish Limited Partnership is a separate legal entity, privately owned, with 2 or more natural persons OR corporate bodies being the Partners of the SLP.

The Partnership is governed by the Partnership Act 1890.

Structure & Legal Requirements:

·         There must be at least ONE General Partner

·         There must also be at least ONE limited partner

·         The Partnership must have a registered office address in Scotland.

·         The Partnership AND Partners must register with Revenue Services and file an Annual Tax Return for the Partnership and each member acting in the Partnership.


·         The General Partner will be liable for all the debts and obligations of the Partnership.  This Partner can be either a natural person or company.

·         The Limited Partner will make the capital contribution to the partnership and this can be in order of cash, shares or property.  Limited Partners are not liable for the debts and obligations of the firm beyond the capital amount contributed. This partner can also either be a natural person or company.


·         Where the partners of the SLP are located outside the UK and have no business activities in the UK, they are not regarded as UK-taxable entities (Non-Resident) unless they change their circumstances and become resident.

·         In order to establish and maintain a clear position of Non-Residence for corporate taxation purposes, the Partners of a “Non-Resident SLP Structure” should be companies from tax-effective jurisdictions outside the European Community (i.e. BVI, Belize, and Seychelles).

·         The income of the SLP is treated as income of the Partners and therefore it should be taxed in the Partners country of residence, and in the case of companies, in the jurisdiction of incorporation.  The amount received from the SLP will be in accordance with the proportions set out in the Partnership agreement from incorporation.

Annual Reporting:

·         The main attraction of a SLP is that there is no requirement to file annual accounts for the Partnership with Companies House or The Revenue Services. However, if the Partners are UK resident then they will be obliged to file accounts and tax returns for the income they receive.

·         There is also no requirement to file an Annual Return with the Registrar of Companies.

·         The only information available on public file will be the name of the SLP, the Partnership number and the Registered Office Address.

·         You are required to file a tax return with the Revenue Services annually, and as stated above if there is no activity in the UK and the Partners are non-resident for tax purposes then a NIL return can be filed.

Dissolution of Partnership:

·         An SLP can be dissolved, however the name will remain on the Live Index of names at the Registrar of Companies. The Partners are able to restore the Partnership by carrying out a restoration process.

Overall the SLP’s are becoming a popular structure for clients, especially in cases where assets and property need to be purchased and held with minimal costs and anonymity.

We can provide full incorporation and on-going management outsourcing services for the SLP’s. We are able to provide Non-Resident Companies located in tax-effective jurisdictions to acts as partners of the Partnership.