This structure is very similar to a Limited Liability Partnership (LLP). An SLP also has a legal identity and is completely independent of its partners, allowing it to enter into contractual relationships, borrow money and own assets such as real estate.
There are two types of partners in an SLP: responsible partners, who are responsible for the management of the SLP and are liable for the debts and obligations of the partnership, and limited partners, whose liability is limited to the value of their investment in the partnership. Limited partners cannot participate in the management of the SLP.
There are few reporting requirements for SLPs. Unlike limited liability partnerships, SLPs do not need to file annual accounts if there is no business in the UK.
How to register an SLP
Partnership registration takes place at Companies House in Edinburgh under a unique name and with a minimum of one responsible partner and one limited partner – partners can be either individuals or legal entities (e.g. a company). There are no nationality/jurisdiction or country of residence requirements for partners.
It is not obligatory to draw up a partnership agreement, but it is recommended that the terms of joint work between the partners be spelt out.
SLP taxation
The SLP does not pay income tax and the tax liability passes to the partners, where each of them must account for their partnership income. Therefore, if the SLP does not carry on business in the UK and the partners are not tax resident in the UK, tax will only be payable by the partners in their country of tax residence.
In addition, Stamp Duty is not normally payable on the entry of a property into or out of a partnership.