Forming a Scottish Limited Company

Forming a Scottish limited company follows the same process as forming one in England or Wales. The key difference is where your registered office address is located. Use a Scottish address during formation and Companies House will automatically register your company in Scotland.

That said, there are some meaningful legal and practical differences between a Scottish and an English company worth understanding before you register. You can still form your Scottish limited company through Companies MadeSimple, the one thing to be aware of is that our registered office address service covers England only, so you will need a Scottish address of your own before you begin.

Key Takeaways

• The formation process for a Scottish limited company is identical to forming one in England or Wales. The registered office address you provide determines which jurisdiction your company is registered in.
• Scottish companies are registered at Companies House in Edinburgh. Their company registration numbers begin with SC, rather than the purely numerical format used for English companies.
• Companies MadeSimple can form your Scottish company, but our registered office address service covers England only. You will need to have a Scottish address ready before you start the formation process.
• A company name registered in Scotland is not available for registration in England and Wales, and vice versa.
• Scottish companies are subject to Scots law, which differs from English law in several areas including contract limitation periods, property law, and civil court procedure.
• You do not need to operate your business from Scotland. A Scottish company can trade anywhere in the UK and beyond.

What Is a Scottish Limited Company?

A Scottish limited company is a UK limited company incorporated in Scotland, with a registered office address in Scotland. It is registered at Companies House in Edinburgh rather than Companies House in Cardiff, which handles England and Wales registrations.

All UK limited companies are incorporated under the Companies Act 2006, regardless of jurisdiction. However, Scottish companies are also subject to Scots law in how they operate. This means Scottish courts handle any litigation relating to the company, and certain legal terms and rules differ from those in England.

How Does a Scottish Limited Company Differ From an English One?

For most day-to-day business purposes, the differences are minimal. The formation process, ongoing compliance obligations, and corporate structure are identical. But there are a few practical differences worth knowing.

Company Registration Number Format

Scottish companies are assigned a registration number beginning with SC, for example SC123456. English company numbers are purely numerical. This is how you can tell at a glance which jurisdiction a company is registered in.

Registered Office Requirements

A Scottish company must always have its registered office in Scotland. Unlike an address change within Scotland, you cannot move the registered office to England, Wales, or Northern Ireland. There is no mechanism to transfer a company from one UK jurisdiction to another without dissolving and re-registering it.

Companies MadeSimple can form your Scottish limited company, but our registered office address service covers England only. You will need to source a Scottish registered office address independently before completing your formation. There are a number of Scottish virtual office and registered address providers that can help with this.

Company Name Availability

A company name registered in Scotland is not available in England and Wales, and the reverse is also true. The UK company register is shared, so names are unique across all three jurisdictions.

Scots Law Applies

Scottish companies are subject to Scots law rather than English law. In practice this mainly affects larger businesses or those involved in litigation, property transactions, or complex commercial contracts. A few key differences include:

• Contract claims in Scotland have a five-year limitation period, compared to six years in England
• Commercial property law differs significantly between the two jurisdictions
• The civil court system is structured differently, with the Court of Session in Edinburgh as the highest civil court based in Scotland

For a new or small business, these differences are unlikely to affect day-to-day operations. If you are entering into complex contracts or property arrangements, it is worth taking Scottish legal advice.

Can I Run My Business Outside Scotland?

Yes. Registering a company in Scotland does not restrict where you trade. Your business can operate anywhere in the UK or internationally. The registered office address must remain in Scotland, but your actual place of work, your customers, and your suppliers can be anywhere.

How to Form a Scottish Limited Company With Companies MadeSimple

The process is straightforward and works the same way as forming an English company through us. The only difference is that our registered office address service covers England only, so you will need a Scottish address in place before you begin.

Once you have your Scottish registered office address sorted, here is how to get started:

1. Search for your company name to check it is available
2. Choose your formation package
3. Enter your Scottish registered office address during the formation process
4. Complete your director, shareholder, and PSC details and ID checks
5. Submit your application

Most applications are submitted to Companies House the same day. Processing time depends on Companies House workload at the time of submission.

FAQs

What makes a company a Scottish limited company?

It is the location of the registered office that determines jurisdiction. If you use a Scottish address as your registered office when forming your company, Companies House registers it as a Scottish company. The formation process itself is the same as for an English or Welsh company.

Do I have to live in Scotland to form a Scottish limited company?

No. You do not need to be a Scottish resident or even a UK resident to form a Scottish limited company through Companies MadeSimple. You do need a registered office address in Scotland before you begin. Our registered office address service covers England only, so you will need to source a Scottish address independently. Once you have that in place, the rest of the formation process works exactly the same way as forming any other UK limited company through us.

Can I move my Scottish company's registered office to England?

No. Once a company is registered in Scotland, its registered office must remain in Scotland permanently. There is no mechanism to transfer a company between UK jurisdictions. If you need to relocate your registered office to England or Wales, the only option is to dissolve the Scottish company and form a new one in the desired jurisdiction.

How is a Scottish company registration number different?

Scottish company registration numbers begin with the prefix SC, for example SC123456. English company numbers are purely numerical. This distinction appears on the Companies House register and on the company's Certificate of Incorporation.

What law applies to a Scottish limited company?

Scottish companies are subject to Scots law rather than English law. While the Companies Act 2006 governs all UK companies, Scots law applies to how Scottish companies operate. This affects areas like contract limitation periods, property law, and civil court procedure. For most small businesses, this has limited day-to-day impact, but it is worth taking Scottish legal advice if you are entering complex contracts or property transactions.

Can a Scottish company trade in England?

Yes. There are no restrictions on where a Scottish company can trade. You can sell to customers, hire employees, and operate from premises anywhere in the UK or abroad. The only requirement is that your registered office remains in Scotland.

Is a Scottish company name protected in England and Wales?

Yes. Because the UK runs a single company register across all three jurisdictions, a company name registered in Scotland is not available for registration in England and Wales, and vice versa. Your company name is protected across the whole of the UK register from the moment of incorporation.

This article is for general information only and does not constitute legal advice. The legal differences between Scottish and English company law can be significant in some circumstances. If you are unsure how Scots law applies to your business, it is worth speaking to a qualified Scottish solicitor before proceeding.