A Scottish limited company is simply a limited company that has been incorporated at Companies House in Edinburgh, as opposed to one of the other two Companies House locations in Cardiff and Belfast. The Cardiff, Edinburgh, and Belfast office cover the UK jurisdictions of England and Wales, Scotland, and Northern Ireland, respectively.
The jurisdiction in which you register your company determines the location of your registered office address. The registered office will be your official company address and it must be located in the same jurisdiction where you incorporate your business. Therefore, a Scottish limited company must always have a registered office in Scotland.
You can only register a company in one jurisdiction. If you want to change the part of the UK where your business is registered, you will have to dissolve (close) the company and register a new one in the relevant UK jurisdiction (any assets the company owns etc. will need to be transferred over to the new entity also).
However, there is no significant benefit to be gained from doing this. Your company can trade throughout the whole of the UK, irrespective of where it is registered. Many people find it advantageous to have business mailing addresses in different parts of the UK to expand the geographical reach of their business activities and appeal to a wider market.
How to register a Scottish company
If you wish to register a Scottish company, you must complete an application form and submit it to Companies House. All companies are required to have at least one director and at least one member (shareholder or guarantor). However, it is entirely possible for one person to assume both roles. This means you can set up a company with just one person.
During the application process, you will be asked to provide a registered office address. You can choose any Scottish address, whether residential or corporate, as long as it is a full postal address (i.e. not a PO Box number).
Many people are initially inclined to use their home address, which is perfectly acceptable. But it is worth remembering that this information will be displayed on public record. It is also where your statutory records will be made available for public inspection.
If you would prefer to protect the privacy of your home, you should use an alternate address. Furthermore, a non-residential registered office gives the impression of an established business and it will improve your overall corporate image and appeal.
1st Formations provides online company formation in all three UK jurisdictions. Our application form is quick and easy to complete. Companies House normally approves these online registrations within 3 working hours of submission. Simply choose a company formation package to register a company limited by shares or guarantee, and provide the following information for Companies House:
- A company name.
- A registered office address in Scotland.
- Principal business activities (SIC codes)
- Directors’ details (at least one is required).
- Shareholders’ or guarantors’ details (at least one is required).
- A memorandum of association.
- Articles of association.
- Share capital (companies limited by shares only).
- Information about People with Significant Control (PSCs)
The location of your service address is not restricted to Scotland, so you can take advantage of our optional London Service Address during the application process (indeed, it can be located anywhere in the world). Furthermore, we can offer a business address service in London to help you to establish a business presence in England.
As soon as your registration has been approved, we will send you a welcome email containing digital copies of your certificate of incorporation, the memorandum and articles of association and share certificates (if applicable). If your company formation package includes hard copies of these documents, we will post them out to your registered office within 24 hours.
After incorporation, you can take advantage of our Online Company Manager to view and manage company details online, file annual confirmation statements (previously called an annual return), view statutory filing deadlines, appoint and remove directors, and report any other required changes to Companies House.