A company registered in Scotland is a company under the Companies Act 2006, the same law that governs companies in England, Wales and Northern Ireland. It files with Companies House, which keeps a Scottish office in Edinburgh, and it deals with HM Revenue and Customs for tax. The main differences are the registered office, which must be in Scotland for a Scottish company, and a few devolved tax and employment points such as Scottish income tax for employees.

This guide covers the private company limited by shares, the usual vehicle for a foreign-owned subsidiary, and notes where limited liability partnerships and branches differ. It is written for founders and for legal, finance and operations teams.

Updated November 9, 2026. Companies House has been changing its filing and verification rules under recent economic crime legislation, so confirm the current rules with Companies House and HMRC.

Entity compliance Scotland: the quick answer

• File a confirmation statement with Companies House at least once every 12 months, within 14 days after the end of the review period.

• File annual accounts with Companies House within nine months of the financial year-end for a private company, or within 21 months of incorporation for the first accounts.

• Pay corporation tax nine months and one day after the accounting period ends, and file the company tax return (CT600) within 12 months of the period end.

• Keep the register of people with significant control (PSC), file VAT and payroll on time, and make sure every director has verified their identity.

What determines a Scottish company's compliance requirements?

The size and activity of the company decide the content of the accounts and the tax workload. Small and micro-entity companies can file simplified accounts, and dormant companies still file accounts and a confirmation statement, according to professional sources. Companies above the size thresholds need a full audit, and groups may file consolidated accounts.

Tax profile also matters. Corporation tax has a main rate of 25 percent and a small profits rate of 19 percent for profits below GBP 50,000, with marginal relief between that level and GBP 250,000, according to commonly published HMRC rates. Associated companies share the limits. The company's residence for tax is normally the United Kingdom if it is incorporated there.

Annual entity requirements in Scotland: the core checklist

1. Confirmation statement

Every company, active or dormant, must confirm its details to Companies House at least once every 12 months. The statement covers the registered office, directors, shareholders, statement of capital, SIC codes, the PSC information and the register location. The deadline is 14 days after the end of the review period, which professional sources link to the anniversary of incorporation or the last filing. Companies House can reject the statement if a director has not verified their identity, according to a professional source. Late filing can lead to prosecution and strike-off.

2. Annual accounts

The directors approve the accounts and sign the balance sheet. Private companies file them with Companies House within nine months of year-end, and the first accounts are due within 21 months of incorporation, according to professional sources. Late filing penalties for a private company run from GBP 150 to GBP 1,500 or more depending on the delay, according to a professional source, and they double if accounts are late two years running. Companies House receives a version of the accounts that may be filleted or abridged for small companies, while HMRC receives full accounts with the tax return.

3. Corporation tax

The company registers for corporation tax within three months of starting to trade. It pays the tax nine months and one day after the end of the accounting period, and it files the CT600 within 12 months. The payment date falls before the filing date, which confuses many directors. Large companies pay in quarterly instalments. The return is based on the statutory accounts, so the accounts need to be ready for both purposes.

4. Register of people with significant control

Scottish companies keep a PSC register of individuals who hold more than 25 percent of shares or voting rights, or who control the company in other ways, and they file the information with Companies House. Changes must be recorded and filed within the statutory period. Keep the register consistent with the shareholder records and the confirmation statement.

5. Directors and identity verification

New rules require directors and PSCs to verify their identity with Companies House. Plan this early for non-UK directors, who may need to use an authorised agent or verify online, and keep a record that every director is verified before the confirmation statement is filed.

Tax and indirect tax obligations

VAT is charged at a standard rate of 20 percent, with a registration threshold of GBP 90,000 in taxable turnover, according to commonly published HMRC rates, and returns are normally filed quarterly, with Making Tax Digital rules requiring compatible software. Employers run PAYE in real time, report each payment to HMRC on or before payday and pay employer national insurance contributions.

Dividends, interest and royalties paid to non-residents can attract withholding tax, with reductions under treaties. Related-party transactions require arm's-length terms and documentation for larger groups, and the corporate interest restriction can limit deductions for large groups.

Foreign-owned subsidiaries

Foreign persons can own Scottish companies without approval. The company needs at least one director who is a natural person, a registered office in Scotland, and a statement of its share capital. Companies House can register the company online. Foreign corporate shareholders provide documents with an apostille where needed. Banks apply due diligence and ask for PSC evidence.

Groups that manage a Scottish subsidiary from abroad should check central management and control and permanent establishment risks, and keep records of where decisions are made. Overseas entities that own land in Scotland face separate registration duties.

First-year and event-triggered obligations

In the first year, the company is incorporated, registers with HMRC for corporation tax, registers for VAT if needed, registers as an employer if it hires, opens a bank account, sets up its PSC register and ensures directors are verified. The first accounting period can be longer than 12 months, and the first accounts have the extended deadline.

Events that trigger filings include a change of directors, a change of registered office, a share allotment or transfer, a change of name, a charge, a merger and a strike-off or liquidation. Many changes must be notified within 14 days of the event, so do not wait for the confirmation statement.

Employment and local requirements

Scottish employers register with HMRC, run PAYE, apply Scottish income tax rates to employees who are Scottish taxpayers, and provide written particulars of employment from the first day. Employees have statutory minimum wage, annual leave, sick pay and notice rights, and automatic enrolment into a workplace pension applies above set earnings. Scotland has its own rules for some taxes on land transactions and for some employment tribunals. Many foreign-owned subsidiaries use a local payroll provider.

Record-keeping and governance in Scotland

Companies must keep accounting records for at least six years from the end of the financial year, according to commonly published HMRC guidance, and keep the statutory registers of members, directors, secretaries and PSCs. Keep the board minutes, the shareholder resolutions, the filed accounts and the confirmation statements. A foreign parent should know who holds the Companies House authentication codes and the HMRC online accounts, and review the list when directors or advisers change.

Build a compliance calendar for Scotland

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• Before year-end: check director identity verification and the PSC register.

• Within 14 days of the review period end: file the confirmation statement.

• Nine months and one day after year-end: pay corporation tax.

• Within nine months of year-end: file accounts with Companies House.

• Within 12 months of year-end: file the CT600 with HMRC.

• Quarterly or monthly: VAT, and PAYE with each payroll run.

Common mistakes

• Assuming Scottish companies file with a separate Scottish registry.

• Confusing the nine-month payment date with the 12-month return date.

• Filing a confirmation statement before directors have verified their identity.

• Treating a dormant company as exempt from filings.

• Forgetting that many changes must be notified within 14 days.

• Letting authentication codes lapse.

Entity compliance Scotland: frequently asked questions

Where does a Scottish company file?

With Companies House, which has an office in Edinburgh, and with HMRC for tax.

When are annual accounts due?

Within nine months of year-end for a private company, and 21 months from incorporation for the first accounts.

When is corporation tax paid?

Nine months and one day after the accounting period ends.

When is the CT600 due?

Within 12 months of the end of the accounting period.

What is the corporation tax rate?

25 percent main rate, with a 19 percent small profits rate and marginal relief, according to commonly published HMRC rates.

Do directors need to verify their identity?

Yes. Companies House requires identity verification under recent economic crime rules.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.