A guide to Scottish limited company formation

A Scottish limited company is a limited company that has been incorporated in Scotland and has a Scottish registered office address.

In this post, we discuss what a Scottish limited company is, outline the steps required to form a limited company in Scotland, and explain how this differs from setting up a company in other parts of the UK.

What is a Scottish limited company?

The jurisdiction (e.g. country) in which a limited company is incorporated determines its ‘nationality’, so to speak. It also dictates where a company’s registered office address must be situated. Therefore, if a limited company is registered in Scotland, it is a Scottish limited company and it must use a Scottish address as its registered office.

A Scottish limited company is incorporated under the Companies Act 2006, like all companies in the UK. This is because the UK has a straightforward, unified company formation system that covers the three legal jurisdictions of Scotland, England & Wales, and Northern Ireland.

As a result, the same incorporation process and rules apply to all UK companies, regardless of which jurisdiction they are registered in. They are all regulated by the Companies Act 2006, registered in the same way, and subject to the same legal requirements.

However, whilst the UK has a unified company law regime, companies are also subject to the distinct laws of the jurisdiction in which they incorporate. This means that a Scottish limited company is subject to Scots law, so any litigation concerning the company’s actions will be dealt with by the Scottish courts.

How to register a Scottish limited company

You can register a Scottish limited company online through a company formation agent like Rapid Formations. It only takes about five minutes to complete our simple online application form. Moreover, our team of company formation experts is on hand to provide help and guidance every step of the way.

To make the process as quick and easy as possible, we created a bespoke Scottish Package with a prestigious Glasgow registered office address and service address. This is ideal for anyone who wants to set up a limited company in Scotland, protect their privacy, and boost their corporate image.

To register a Scottish limited company, simply follow the 4 steps outlined below.

Step 1: Choose a company name

When choosing a company name, you must abide by certain company name rules and regulations. Your company name must not:

• be the same as, or too like, the name of another company
• include any restricted or ‘sensitive’ words and expressions
• be offensive or contain any words likely to cause an offence
• suggest any connection with the UK government or a devolved administration, local authority, or specified public authority
• include prohibited characters, signs, symbols, and punctuation

Additionally, you are legally required to include ‘Limited’ (or ‘Ltd’) at the end of your company name, unless you are setting up a limited by guarantee company and are exempt from this requirement.

See also: How to choose a company name

To find out if your ideal company name is available, use the company name checker on our homepage. This will tell you if it’s available to register or if you need to use a different name.

Step 2: Select our Scottish Package

Our bespoke Scottish Package has been specifically designed for people who want to form a limited company in Scotland. This package costs only £29.99 + VAT and provides everything you need to set up a ready-to-trade Scottish limited company, including:

• Glasgow Registered Office Service (free for 12 months)
• Glasgow Service Address (free for 12 months)
• Company formation documents (certificate of incorporation, memorandum & articles of association, and share certificates)
• Company register with first entries (maintaining a company register is a legal requirement)
• Minutes of the first board meeting
• Filing of your first confirmation statement
• Free business bank account from one of our banking partners
• Free .com or .co.uk domain name for your company website and emails
• Companies House incorporation fee of £12.00
• Free telephone support for the life of your company
• Free Online Client Portal to manage your company details and statutory filing requirements

Step 3: Add optional extras and check out

Before you pay for your package and complete your company formation application, you will have an opportunity to add optional extras to your order, including:

Step 4: Enter your new company details

This final step is to complete our online application form. To do this, you will need to enter the following information about your new company:

• Company name – the name you choose in Step 1 of the company formation process will be automatically added to the application form. Check that the spelling and letter case is correct, and ensure that either ‘Limited’ or ‘Ltd’ is included at the end of the name.
• Business activity – in this section, you will be asked to provide a Standard Industrial Classification code (SIC code) to describe your company’s business activity. You can choose up to 4 codes if required. Our application form includes a SIC code search facility, but you can also find your company’s SIC code(s) beforehand by searching the SIC code list.
• Director’s details – you will need to appoint at least one director. This is the person who will manage the company. The same person can be a director and a shareholder, so you can appoint yourself and/or other people to both positions.
• Shareholder’s details – you will need to appoint at least one shareholder. This is the person who will hold shares and own the company. The same person can be a shareholder and a director, so you can appoint yourself and/or other people to both positions.
• Share capital – you must issue a minimum of one share per shareholder. Our guide to shares explains everything you need to know about shares and share capital.
• People with significant control (PSCs) – the shareholders of a company are normally also the people with significant control. A PSC is an individual who holds a certain percentage of shares and/or voting rights in the company and/or has the power to remove a majority of the company’s directors.

Our application form explains in simple terms what details you need to provide and why. However, if you want to find out more about the details you’ll need to have to hand, take a look at our support page on the Required Information to Form a Company

Once you have entered this information on the application form, you can select a business bank account (optional). Our staff will then send your application to Companies House for approval. Typically, companies are registered within 24 hours.

In the unlikely event that Companies House rejects your application, we will inform you immediately and help you to rectify the problem. We will then resubmit your application at no additional cost.

When your application is approved, you will receive digital copies of your company formation documents. This includes a certificate of incorporation, memorandum and articles of association, and a share certificate for each shareholder. Your Scottish limited company is then ready to start trading.

Difference between a Scottish company and an English company

The only differences between a Scottish limited company and an English limited company are:

• the location of the company’s registered office address, and
• the UK jurisdiction that the company is incorporated in

Scottish limited companies are incorporated in the UK jurisdiction of Scotland, with a registered office address situated in Scotland. English limited companies incorporate in the UK jurisdiction of England & Wales, with a registered office address situated in England or Wales.

Can a Scottish company have a registered office address in another country?

A Scottish limited company cannot have a registered office address in another country. When you set up a Scottish limited company, you must maintain a registered office in Scotland for the duration of your company’s existence.

However, you don’t have to keep the same registered office address forever. You can change it whenever you like and as often as you like, on the condition that you always use a Scottish address.

Furthermore, you are under no obligation to keep your company’s business operations in Scotland. You can sell your products or services anywhere you like. You can open offices or branches of your business in different parts of the UK or overseas. In fact, you don’t even have to live in Scotland.

Similarly, the director’s service address (also known as the correspondence address) can be situated anywhere in the world. There is no legal requirement to use a Scottish address as your service address.

Ready to set up a limited company in Scotland?

If you’re ready to set up a Scottish limited company for a new or existing business, we’re here to help. We have made the process as effortless and affordable as possible by providing a bespoke Scottish Package with company address services and a simple online application form.

Moreover, our professional team of UK company formation experts is on hand to answer questions, provide free tailored advice and guidance, and take you step-by-step through the entire process. We can even set up a company for you over the phone.

If you would like to find out more or need help to form a Scottish limited company, call our Customer Service Team on 020 7871 9990 or contact us online. You can also comment below with any questions you have.