Scottish limited partnerships

Public company image
What is a Scottish Limited Partnership a company?

Scottish general partnerships must observe the general law in conducting business but are not otherwise regulated. It is a separate legal entity (unlike limited partnerships constituted elsewhere in the UK) although it is not a corporate body. Limited partners have limited liability for the debts of the SLP.

How do I register a limited partnership in the UK?

• Download and fill in the application to register a limited partnership.
• All partners must sign the form.
• Send it by post with a fee of £20 (by cheque, made payable to 'Companies House', or by postal order).
• Companies House will usually register your limited partnership within 5 days of getting your application.

Do Scottish limited partnerships have separate legal personality?

Unlike limited partnerships registered in the rest of the UK, the Scottish LP has a legal personality of its own, distinct from that of its partners. A Scottish LP can also sue and be sued as a separate legal entity.

What is a Scottish general partnership?

It looks at how a separate legal personality affects a general partnership, including its ability to own assets, enter contracts, sue, and be sued.

What is the purpose of a limited partnership?

Limited partnerships are generally used by hedge funds and investment partnerships as they offer the ability to raise capital without giving up control. Limited partners invest in an LP and have little to no control over the management of the entity, but their liability is limited to their personal investment.

Can a limited partnership sue?

A limited partnership is a separate legal entity, and as such, can sue, be sued, and own property. Profits are reported on the partners' personal tax returns (pass through taxation) Asset protection; when a limited partner is sued, the assets inside of the LP are protected from seizure.

What limited partners do and don't do?

Limited partners cannot incur obligations on behalf of the partnership, participate in daily operations, or manage the operation. This is due to limited partners managing the business, as they are not personally liable for the partnership's debts.

Pros of a Limited Partnership?
  • Pros of a Limited Partnership?
  • • Capital Amount is Quite Generous
    • Limited Partner Faces Limited Liability for Losses
    • Shared Responsibility of Work
  • Cons of a Limited Partnership
  • • Breach in Agreement
    • General Partners Bear Maximum Risk in Case of Debts.
What is the difference between general partner and limited partner?

A limited partnership is a relationship where one or more partners are not involved in the day-to-day management of the business. A general partner may invest money into the company, however, a general partner may also be personally liable for the debts of the company, while the limited partner is not.

Who pays income tax on profits from a limited partnership?

The main tax advantage of a limited partnership is that it is a flow-through entity — all profits and losses flow directly to the individual limited partners. The business itself pays no taxes on its income and limited partners receive income in the form of distributions.

Is a limited partnership taxed?

Limited partnerships are taxed with the pass-through taxation method. Profits and losses are passed to the partners and reported on their individual tax returns. Partners receive profits and losses according to their ownership interests.

Does every partnership need a general partner?

A limited partnership must have at least one general partner. The general partner or partners are responsible for running the business. They have control over the day-to-day management of the business and have the authority to make legally binding business decisions.

Can General Partner have passive income?

Under Section 469, passive losses (generally) may offset only passive income. It is easier for a general partner than a limited partner to participate materially in an activity.


If you would like more information, please contact our customer engagement team who would be delighted to assist you further.

Email us: [email protected]

Call us: 0207 781 8033