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HMRC internal manual

VAT Registration

HM Revenue & Customs
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Entity to be registered: partnerships: partnerships in Scotland

The normal rules apply to the registration of partnerships in Scotland except that

  • under the Partnership Act 1890, section 4, a partnership, or firm, in Scotland is ‘a “legal person” distinct from the persons of whom it is composed’, and
  • it is the firm or partnership which is liable for debts. The partners themselves only become liable for any debts if the partnership has insufficient assets to meet those debts. Where the partners do become liable, they are liable jointly and severally.

Because a partnership in Scotland is a legal person or legal entity, each separate business carried on by the same partners may have a separate registration. So Mr and Mrs X may have six retail outlets and treat them as six different partnerships, even though Mr and Mrs X are the only partners in each partnership.

However, you should only allow separate registration where it can be shown that there is a separate partnership agreement for each of the businesses.