Scottish Ltd

FACTS & INFO

• Corporate Information

  LEGAL FORM

  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.

  COMPANY NAME

  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.

  SHAREHOLDERS

  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.

  SHARE CAPITAL

  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.

  REGISTERED OFFICE

  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.

  MEETINGS

  Company meetings need not be held in the UK or Scotland.

  INCORPORATION TIME

  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

• Taxation

  TAXATION

  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.