Services · Company formation

How to set up and register a limited company in Scotland

Updated 29 September 2026

A Ltd for £100 in fees, usually within a day and without a trip to the UK. The hard part is not registration but the bank account and the new transparency rules for SLPs. We cover company forms, director and address requirements, fees, taxes, annual filings and the ECCT Act reform.

Is it worth setting up a company in Scotland

There is no separate Scottish corporation tax. A company in Edinburgh or Glasgow pays the same UK tax of 19-25% as one in London and sits on the same register at Companies House, the UK's official company registry. What differs is the law behind it, and one business form found nowhere else in the UK.

Under Scots law a partnership is a legal person in its own right, while an English one is not: section 4(2) of the Partnership Act 1890 says so directly. That is the basis of the Scottish Limited Partnership (SLP), the vehicle that drew foreign clients here for years. Day to day, an ordinary Scottish Ltd differs from an English one mainly by address and number: Scottish company numbers start with SC, SLP numbers with SL.

Amounts below are in pounds sterling: at the ECB reference rate, £1 is about 1.16 euros or 1.33 US dollars.

A good fit for a normal UK company with an office, partners or clients in Scotland; for fund structures (the register lists SLPs of BlackRock, Ardian and Ares funds); and for people moving to Edinburgh. A poor fit for anyone seeking anonymity, zero tax or an easy bank account with no UK link.

If the region does not matter, start with company formation in the UK. Visas and life in the country are under United Kingdom.

Which company can you form in Scotland: Ltd, LLP or SLP

For a foreign founder the choice is almost always between two forms: a Ltd for a trading business or an SLP for an investment structure. A private company has no minimum capital, and GOV.UK expressly allows shares worth £1 each. A hard minimum of £50,000 applies only to public companies (section 763 of the Companies Act 2006).

Tax is the main dividing line. A Ltd pays corporation tax itself. SLPs and LLPs are tax transparent: HMRC (HM Revenue and Customs, the UK tax authority) does not treat them as separate taxpayers, and profit is taxed in the hands of the partners (section 848 ITTOIA 2005 and section 1258 CTA 2009). A limited partner in an SLP may not manage the business: one who does becomes liable, like a general partner, for debts incurred while doing so.

How an SLP differs from an English LP and an LLP is covered in our article on company registration in Scotland: LP and LTD.

Who can be a director and what registered office you need

UK law does not check a director's nationality or residence: the director of a Scottish Ltd can live in Dubai. The hard conditions are three: at least one director is a natural person (section 155 of the Companies Act 2006), aged 16 or over, and identity-verified with Companies House.

• Director. One is enough, with no UK residence required. The name and service address are public.
• Company secretary. Not required for a private company (section 270).
• Registered office. A physical address in Scotland for a company registered in Scotland. Since 4 March 2024 it must be an appropriate address, where post reaches the company and delivery can be confirmed. PO boxes are banned, and a company without an appropriate address can be struck off.
• Registered email. For Companies House correspondence; not published.
• PSC (person with significant control, in practice the beneficial owner). Anyone with more than 25% of shares or votes, the right to appoint most directors, or actual control. PSC details are public.
• Lawful purpose. On registration and then every year, the company confirms its activities are lawful.

Identity verification has been mandatory for new directors and PSCs since 18 November 2025, and it can be done remotely. The GOV.UK One Login app (the government's single sign-in) accepts a biometric passport from any country. The alternative is an ACSP (Authorised Corporate Service Provider), an accountant or lawyer under UK anti-money laundering supervision, and that also works from abroad.

Verification gives a Companies House personal code, quoted when the company is registered. Companies formed before 18 November 2025 have a 12-month transition: directors verify with the next confirmation statement, PSCs within their own 14-day window. Acting as a director without verifying after the deadline is an offence.

How to register a company in Scotland: steps, timing and fees

Registering a Ltd online costs £100 (about 116 euros) and, according to GOV.UK, usually takes up to 24 hours. Nobody needs to travel to the UK; identity checks and bank onboarding take longer than the registration itself.

Companies House fees rose on 1 February 2026 but remain small.

Example calculation for a single owner: £100 to register online plus £50 for the first confirmation statement is £150 (about 174 euros) in fees for the start and first year; the rest of the budget is services.

What taxes a Scottish company pays

A company incorporated in the UK is generally treated as UK tax resident wherever its directors live. Rates did not change from 1 April 2026: 19% on profits up to £50,000 and 25% on profits above £250,000. In between, marginal relief raises the rate gradually from 19% to 25%.

Example calculation: a Ltd makes a profit of £100,000. Tax at 25% is £25,000, marginal relief is 3/200 × (250,000 - 100,000) = £2,250. The bill is £22,750, an effective rate of 22.75%. The trap: if you own two more active companies anywhere in the world, the thresholds are divided by three, and the 19% rate ends at a profit of £16,667.

An SLP pays no tax on its profit. Profit is allocated to the partners, and each pays tax on their share where they are resident; income from UK sources can also be taxed in the UK. Your own tax authority may still treat the SLP as an opaque legal entity, so check this before registration.

Russian tax residents may face controlled foreign company rules on the profit; see CFC filings. If you move to Scotland yourself, salary is taxed at Scottish income tax rates of 19% to 48%, dividends at UK-wide rates.

SLPs in 2026: the PSC register and the ECCT Act reform

The UK government's own factsheet on the new law states that limited partnerships were abused in the Azerbaijani laundromat money laundering scheme and the Danske Bank scandal. Two waves of reform followed, and the second does not yet apply to SLPs.

The first wave came in 2017. Since 24 July 2017 every SLP must identify and disclose its PSCs under the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, using tests close to those for companies. Once a year an SLP files a confirmation statement on form SLP CS01 for £110, and failing to file within 14 days of the end of the review period is a criminal offence.

The second wave is the Economic Crime and Corporate Transparency Act 2023 (ECCT Act). For all limited partnerships, Scottish ones included, it provides for:

• registrations and annual confirmation statements filed only through an ACSP;
• a registered office in the part of the UK where the partnership is registered (Scotland for an SLP), plus an email address;
• fuller details on every partner, corporate ones included;
• the registrar's power to deregister LPs that are dissolved or no longer trading;
• fines and, in some cases, prison for general partners and managing officers of corporate general partners.

The timetable has already slipped. Under the Companies House transition plan, the LP requirements take effect no earlier than the end of 2026; existing partnerships then get 6 months to update their details, or face deregistration. Identity verification for LPs comes later as a separate step, and mandatory verification of everyone who files documents has moved to no earlier than November 2027.

SLP accounts are not always private either. If every general partner is a limited company, foreign ones included, the partnership is a qualifying partnership under the Partnerships (Accounts) Regulations 2008 and prepares accounts under company rules. That includes the popular structure with two offshore companies as partners. More on the history and tax of the form in our article on Scottish partnerships.

What a company must file every year

A UK Ltd must file accounts and returns even in a year when it earns nothing. Filing late costs from £150 at Companies House and from £200 at HMRC, and a company that fails to file its confirmation statement can be struck off.

• Annual accounts at Companies House: the first within 21 months of incorporation, then within 9 months of the financial year end.
• Confirmation statement: company details confirmed at least every 12 months, filed within 14 days after the review period; £50 online, and failing to file risks a fine of up to £5,000 and strike-off.
• CT600 corporation tax return to HMRC: within 12 months of the end of the accounting period. The tax itself is due earlier, 9 months and 1 day after the period ends.
• Changes to directors and PSCs must be reported within 14 days.

Small companies do not need an audit. For financial years beginning on or after 6 April 2025, the exemption applies if a company meets two of three conditions: turnover up to £15 million, assets up to £7.5 million, and 50 or fewer employees on average. An audit is still required if shareholders holding 10% of the shares ask for one in writing, and for public companies, banks and insurers.

Companies House penalties for late accounts of a private company: £150 up to one month late, £375 up to 3 months, £750 up to 6 months and £1,500 beyond 6 months. If accounts are late two years in a row, the penalty doubles.

From April 2028 small companies will also have to file a profit and loss account with Companies House (with an option not to publish it), and all accounts will have to be filed through software.

Bank accounts and Russian and Belarusian citizens

Registering a Scottish company remotely is easy; opening a UK bank account for it without a UK connection is not. In their online business account applications, Royal Bank of Scotland and NatWest require at least one person on the application to be UK resident and the business to be registered for UK tax.

The realistic route for owners without UK residence is an EMI (electronic money institution, a licensed e-money payment company) or a neobank that accepts non-residents. These are not banks, and their checks are serious: contracts, identifiable clients, source of funds. An SLP with offshore partners is the hardest case for any compliance team; a Ltd with a clear business passes far more easily. See UK business accounts and UK personal accounts.

For Russian citizens the key question is residence, not the passport. The Russia (Sanctions) (EU Exit) Regulations 2019 prohibit accounting, business and management consulting and public relations services to a person connected with Russia, which for an individual means someone ordinarily resident or located in Russia (regulations 21 and 54C). A Russian living in, say, Serbia or the UAE is outside the ban, but will most likely face enhanced checks at the bank.

Belarus has a separate regime, the Republic of Belarus (Sanctions) (EU Exit) Regulations 2019, with no comparable general ban on accounting and consulting services, though banks usually look closely at links to Belarus. A person on the UK sanctions list with an asset freeze cannot be served without a licence from OFSI (the Office of Financial Sanctions Implementation).

A company alone gives no right to live in the UK. What replaces the closed investor and start-up visas is covered on our pages about the UK investor visa, the Global Talent visa and UK citizenship.

What we do

• we look at your goals and say plainly whether you need Scotland, an ordinary UK Ltd or another country such as Ireland, Estonia or Cyprus;
• we help choose the form (Ltd, LLP or SLP) and show in advance how its profit will be taxed in your country of residence;
• we prepare the documents: articles and memorandum, the partnership agreement and form LP5(s), PSC details, translations and apostilles;
• we arrange identity verification for directors and PSCs through a partner registered as an ACSP;
• we file with Companies House and follow the process through to the certificate;
• we provide a registered office in Scotland that meets the new address rules;
• we bring in Murblz accounting and tax specialists for annual accounts, the confirmation statement, CT600, VAT and audit and reporting;
• we prepare the compliance pack for a bank or payment institution and support the account opening.

Legal representation, and filings that UK rules reserve for ACSPs, are handled by our partners who are registered in the UK and supervised for anti-money laundering purposes. Other countries are covered under company formation and company registration abroad.

Fees

See also

Investment property

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