A Scottish limited company is one that is incorporated at Companies House Edinburgh and has a registered office address in Scotland. In the UK, you can also set up:
- an English & Welsh limited company, which is incorporated at Companies House Cardiff and has a registered office address in England or Wales
- a Welsh limited company, which is incorporated at Companies House Cardiff and has a registered office in Wales
- a Northern Irish company, which is incorporated at Companies House Belfast and has a registered office in Northern Ireland
All UK companies are incorporated under the Companies Act 2006. However, there are three separate legal systems in the UK, so companies are also subject to specific legislation in the UK country/jurisdiction they are registered in. This means that Scots Law applies to Scottish companies, English Law applies to English and Welsh companies, and Northern Irish Law applies to N. Irish companies.
Although a company is incorporated in only one UK jurisdiction, rather than the whole of the UK, this has no bearing on where the company can trade or establish its operations. It simply dictates the location of the company’s registered office address and the legal system that the business is subject to.
Many companies have premises and/or business addresses in different parts of the UK and abroad, which allows them to expand the geographical reach of their business activities, establish regional and local presence, and attract a wider customer base.
How to register a Scottish limited company
Registering a company in any part of the UK is quick and affordable, particularly if it’s done online through a company formation agent. The vast majority of incorporations are completed in just a few hours – and you can start trading through your new company straight away.
To register a Scottish limited company, you must complete an application (Companies House form IN01) online or by post and submit it to Companies House in Edinburgh. The following information is required on the application:
- a company name
- a registered office address in Scotland
- SIC code(s) to describe the principal business activities of the company
- directors’ details
- shareholders’ details (company limited by shares) or guarantors’ details (company limited by guarantee)
- a memorandum and articles of association
- share capital (companies limited by shares only)
- details of People with Significant Control (PSCs)
Your company name has to be unique, so it’s important to check the availability of your preferred name before submitting your company formation application. You can do this using the company name-checker on our homepage.
Registered office address
During the application process, you will be asked to provide a registered office address. You can choose any Scottish address, whether residential or commercial, as long as it is a full postal address (i.e. don’t use a PO Box number).
Many people are initially inclined to use their home address, which is perfectly acceptable. That being said, it is worth remembering that this information will be displayed on public record for all to see. It is also where your statutory records will be kept 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 improves your overall corporate image and appeal.
Directors and members
All companies are required to have at least one director and one member (shareholder or guarantor). However, it is entirely possible for one person to assume both of these roles. This means that you can set up a company with just one person (i.e. by yourself).
Directors, members, and PSCs must each provide a service address when they are appointed to a company. This is the address where the individual’s statutory correspondence from Companies House, HMRC, and certain other government agencies will be delivered.
The location of your service address is not restricted to Scotland. It can be located anywhere, so you can take advantage of our optional London Service Address during the application process. Alternatively, you can use any other convenient address in the UK or abroad.
Register a Scottish limited company online today
1st Formations provides online company formation in all UK jurisdictions. Simply choose a company formation package and provide the required information on our simple, online application form. Companies House normally approves these online registrations within 3-6 working hours of submission.
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 of Association, the 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 ‘annual returns’), view statutory filing deadlines, appoint and remove directors, and report any other required changes to Companies House.
Can I move a Scottish limited company to a different part of the UK?
You can only register a company in one UK jurisdiction, and it must remain there for its entire lifetime. It’s not possible to change a company’s country of incorporation, but you can base your Scottish limited company wherever you like – you just need to maintain a registered office in Scotland.
If you do want to change your company’s country of incorporation, you will have to dissolve (close) it and register a new one in your preferred UK jurisdiction. Any assets owned by the company will need to be transferred over to the new entity.