How to Register a Business in Scotland

Register a business with Companies House

Almost all commercial companies in Scotland are registered with Companies House in Edinburgh, according to the National Archives of Scotland. For business owners in Scotland, registering as a company has tax benefits over continuing as a sole trader or partnership. There is also the potential to list the company on the London Stock Exchange (Scotland has not had its own trading place since 1973 when the Glasgow market combined with LSE). To register a business in Scotland, follow these guidelines.

Things You'll Need

• An address in Scotland
• Forms from Companies House
• Money for filing fees

Instructions

1. A Scottish company must have its Registered Office in Scotland. This is easy if the business is based in Scotland; just use the business address. If not, pay a small annual fee to a solicitor (attorney) to use his office address as the Registered Office. Copies of all official company documents must be kept at this address, and the Registrar will send all correspondence here.

2. Fill out Form IN01, which can be downloaded from the Companies House website or requested by mail. Form IN01 is an application to register a company in accordance with Section 9 of the Companies Act 2006. The form asks for the proposed name of the company, the registered office address (obtained in Step 1), details of the company officers, and a statement of capital or guarantee.

3. Draft a Memorandum of Association. This is the official statement of the subscribers' intention to form a company and become members of the company on formation. A proforma memorandum can be downloaded from the Companies House website.

4. Draft the Articles of Association. These are the company's internal rulebook and help to ensure the company is run efficiently. They are drafted by the company's members, and form a contract between them and the company. The articles cannot contain rules that are against the law, but otherwise members have freedom to pick their own rules. A link to model articles can be found on the Companies House web site. Members who draw up their own rules may wish to consider getting legal or other professional help.

5. Submit Form IN01, Memorandum and Articles of Association along with a filing fee to the Companies House in Edinburgh. The standard filing fee is £20 (Pounds Sterling), which will be processed within 5 days of receipt. The 'Same-Day' service free is £50. Cheques should be made payable to Companies House. Alternatively, file everything electronically via the Companies House web site. The standard fee for an electronic filing is £15 and the 'Same-Day' service is £30.

References

• The Office of Public Sector Information: Companies (Model Articles) Regulations 2008
• The National Archives of Scotland: 150 years of company registration in Scotland
• Companies House: Companies Act 2006 Guidance