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.

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?

If you’re ready to set up a 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 bespoke packages 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 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.