Formation of Private Limited Liability Company in Scotland

Company Name 
Scottish companies must use the suffix Limited or Ltd to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society British, National, Great Britain, United Kingdom, England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish – (if the words are used as a suffix, they are normally allowed). 
A company must not be registered under this Act by a name that is the same as another name appearing in the registrar’s index of company names. 

Shareholders 
The minimum number of shareholders is one, the maximum number of shareholders is fifty in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people. 
Certain information about company shareholders will be disclosed on public record. 

Share Capital 
There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital in usually 1,000 pounds or above. 

Directors and Secretary
According to the Companies Act every company must have at least one Director who is a physical person of any nationality. Details about company directors are disclosed on public record. 

Registered Office 
A Scottish company must always have a registered office address in Scotland. It will not be possible to change it to an address in England, Wales or Northern Ireland once registered in Scotland. 

Meetings 
Company meetings need not be held in the UK or Scotland. 

Time Needed For Formation 
Usually 1 working day. 

Corporation Tax Rates 
Corporation tax is paid by limited companies on their profits. Corporation Tax is a tax on your company’s taxable profits. The taxation and management of the Scottish limited companies is currently the same as for England registered companies but there is a separate Companies House in Edinburgh. 

Profits GBP300,000 or less (“small profits” rate) – 20% (from April 1, 2015); 
Profits above GBP300,000 (“main” rate) – 21% (from April 1, 2014); 23% from April 1, 2013; and 24% from April 1, 2012. 

Audit And Financial Returns 
Scottish Companies House will send a “shuttle” annual return form to a company’s registered office each year containing details of the information held on the Scottish Companies House database. This should be checked and amended as appropriate. Any additional information required, such as current share capital and details of members, should be provided and the signed form must be returned to Companies House within 28 days of the date shown on the form. If it is late, the company and its directors and secretary are liable to prosecution. 

The first annual return must be made up to a date not more than 12 months after incorporation. Further returns should be at intervals of not more than 12 months. A company must have an auditor, and accounts must be filed each year with the Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.