Business Accounts · Scottish Limited Partnerships

Scottish limited partnerships: the register after the 2023 amendments.

A Scottish limited partnership has general and limited partners rather than shareholders and reports its own significant-control information; the Limited Partnerships Act 1907 has been amended by the 2023 Act.

UKScottish Limited PartnershipsPrimary-sourced factsReviewed case-by-case
In short

What the primary sources say.

What defines a Scottish limited partnership, how it registers and what it has to report about who controls it.

What the sources establish

Each fact traced to a primary source.

01 · Legal form

A UK limited partnership needs at least one general partner and at least one limited partner; each may be an individual or a company, but nobody can be both a general and a limited partner at once.

02 · Legal form

In a limited partnership general partners manage the business and are liable for debts it cannot pay, while limited partners are liable only up to their contribution and cannot manage the business or remove their original contribution.

03 · Legal form

A limited partnership is registered by an application (form LP5, or LP5(s) for Scotland) signed by all partners and comes into existence when an acceptable application is registered; until then all partners are equally responsible for debts.

04 · Legal form

A Scottish limited partnership (SLP) must also provide, on registration, a statement of initial significant control listing its people with significant control, or a statement that it has no registrable person or relevant legal entity.

05 · Ownership

For an SLP, a person with significant control is someone who holds more than 25 percent of surplus assets on winding up or of the voting rights, holds the right to appoint or remove most of those managing it, or otherwise has significant influence or control.

06 · Legal form

SLPs report PSC information on paper PSC forms within a 14-day period and must file an SLP confirmation statement (form SLP CS01) at least once a year; missing the deadline is a criminal offence for which the SLP and its officers may be prosecuted.

07 · Legal form

Under the Limited Partnerships Act 1907 (as amended by the Economic Crime and Corporate Transparency Act 2023) the general partners must keep the limited partnership's registered office at an appropriate address in the UK part where it is registered.

08 · Legal form

The registration application for a limited partnership must include a statement that none of the proposed general partners is disqualified under the directors disqualification legislation, and general partners must ensure any disqualified general partner ceases to be one.

Sources

Checked against primary sources.

Set up and run a limited partnership — GOV.UK / Companies House

Register a limited partnership (Companies House guide) — GOV.UK / Companies House

Limited Partnerships Act 1907, section 8E — legislation.gov.uk (The National Archives)

Limited Partnerships Act 1907, section 8A — legislation.gov.uk (The National Archives)

Limited Partnerships Act 1907, section 8J — legislation.gov.uk (The National Archives)

Fact sheet last reviewed 2026-09-28. Jurisdiction rules are confirmed against the sources above; a provider's own requirements differ and are confirmed by the provider.

Related pages

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Company type

Ltd Companies

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LLPs

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FAQ

Frequently asked questions

Who is liable for a limited partnership's debts?+

In a limited partnership general partners manage the business and are liable for debts it cannot pay, while limited partners are liable only up to their contribution and cannot manage the business or remove their original contribution.

What must a registration application state about the general partners?+

The registration application for a limited partnership must include a statement that none of the proposed general partners is disqualified under the directors disqualification legislation, and general partners must ensure any disqualified general partner ceases to be one.

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