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