- There is a single UK-wide system of company registration and a single register of companies. However, there are separate registrars in Scotland, Northern Ireland, and England and Wales.
- In order to register a limited company in Scotland it must be incorporated at Companies House in Edinburgh.
- To form a Scottish company, the following must be sent to the Registrar at Companies House in Edinburgh (Scotland):
- Form IN01
- proposed company name;
- type of company;
- registered office address (a Scottish-registered company must have its registered office in Scotland);
- whether prescribed model articles are adopted;
- names of company officers;
- a statement of share capital and initial shareholdings; and
- a statement of compliance.
- Different procedural rules apply to the insolvency regime in Scotland - there is no ‘Official Receiver’ in Scotland, and some different rules apply, particularly in the area of individual bankruptcy’
- Contract law – in Scotland, the concept of ‘consideration’ does not apply, so that contracts can be binding on a promisor even if they get nothing in return from the promise. In the UK a contract without ‘consideration’ is generally not properly formed
- The system of taxation and business rates is different
- Employment contract differences. For example, Scottish employees can get the benefit of an extra day of Bank Holiday (St Andrews Day), though there is less uniformity than in England about workers automatically being given Bank Holidays off. Employment Tribunal rules on evidence also differ.
- Civil court rules and different statute of limitations. For example, in Scotland contract claims are ‘prescribed’ or ‘limited’ after 5 years whereas in England it's generally 6 years. In England, the County Court system hears smaller cases with a hierarchy which then extends through the High Court, the Court of Appeal and then the Supreme Court.
- Property law differences. There is no equivalent of the Landlord and Tenant Act which applies in England, with disputes being resolved in Scotland primarily by reference to the lease itself. Ordinarily there is no automatic right to renew in commercial tenancies (unlike in England)
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