Formation of a Private Limited Liability Company in Scotland.
A Scottish private limited liability company is a simple and fast way to set up a business in the European Union. They offer numerous tax benefits and restricts the liability of members to the amount of share capital subscribed to.
Scottish companies are frequently used for international trade and e-commerce business.
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FACTS & INFO
Scotland is an integral part of the United Kingdom but has its own legal system, separate from those of England, Wales and Northern Ireland. Civil registration is governed by different Acts of Parliament; however, Scottish companies are still subject to UK company law (The Companies Act 2006), although governed in slightly different ways.
Private limited liability companies are the most common form of business entity used in the UK. The main feature of a private limited liability company is that the liability of its members is limited to the amount of share capital they are subscribed to.
Scottish companies must use the suffix "Limited" or "Ltd" to denote limited liability and can use any name unless it includes words such as "Empire", "Crown", "Imperial", "Windsor", "Royal", "Assurance", "Bank", "Building Society", "British", "National", "Great Britain", "United Kingdom", "England", "English", "Scotland", "Scottish", "Wales", "Welsh", "Ireland" or "Irish" (if the words are used as a suffix, they are normally allowed).
A company cannot be registered under this act by a name that is the same as another name appearing in the registrar’s index of company names.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is formed by submitting its memorandum and articles of association to Companies House along with the registration fee. Every company has a memorandum of association, which contains the company name, registered office address and what the company does (its objects). The rules for the conduct of the company’s internal affairs are contained in its articles of association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.
The minimum number of shareholders is one and the maximum number of shareholders is 50 in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.
Certain information about company shareholders will be disclosed on public record.
There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is the exception. Share capital is usually £1,000 or above.
DIRECTORS AND COMPANY SECRETARY
According to the Companies Act, every company must have at least one director who is a physical person of any nationality. Details about company directors are disclosed on public record.
A Scottish company must always have a registered office address in Scotland. It will not be possible to change it to an address in England, Wales or Northern Ireland once registered in Scotland.
Company meetings need not be held in the UK or Scotland.
Incorporation time is usually one working day.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $595. These include:
- Provision of registered office
- Provision of company secretary
- Preparation and submission of annual return
Corporation tax is paid by limited companies on their taxable profits. The taxation and management of Scottish limited companies is currently the same as for companies registered in England or Wales, but there is a separate Companies House in Edinburgh.
Since 2015, all companies pay a main corporate tax rate of 19% (previously this rate was dictated by the size of a company's profits). Rates differ slightly for 'ring fenced' companies (companies that make profits on oil rights or oil extraction).
AUDIT AND ACCOUNTING
Scottish Companies House will send a 'shuttle' annual return form to the company’s registered office each year containing details of the information held on the Scottish Companies House database. This should be checked and amended as appropriate. Any additional information required, such as current share capital and details of members, should be provided and the signed form must be returned to Companies House within 28 days of the date shown on the form. If it is late, the company, including its directors and secretary, are liable to prosecution.
The first annual return must be made up to a date not more than 12 months after incorporation. Further returns should be at intervals of not more than 12 months. A company must have an auditor, and accounts must be filed each year with Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of the incorporation documents with Companies House
- Payment of the government fee
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Rubber stamp
- A standard set of original corporate documents:
- Certificate of incorporation
- Memorandum and articles of association
- Appointment of first directors
- Consent actions of the board of directors
- Share certificates
- Register of directors and members
*Please contact us if you are interested in our nominee director services.
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Scotland or the UK.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.