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Limited Companies

Special circumstances

Last updated: 31 March 2022

Special circumstances

Can I form a company in scotland?

Duport register companies with both Companies House Cardiff (for UK Ltd companies registered in either England or Wales), and Companies House Edinburgh (for UK Ltd companies registered in Scotland). Although subject to essentially the same benefits and restrictions as UK Ltd companies, there are slight differences in the formation process.

To register your company in Scotland you must be able to provide an address in Scotland to act as your company’s registered office. You must also ensure that all of your intended company directors are over the age of 16. Please note that Duport does provide a registered office service, but this is only available for companies wishing to be registered in England & Wales and is not appropriate for companies wishing to regsiter with Companies House in Edinburgh.


What if my company does not trade for a long time?

A company that doesn’t trade is known as a “dormant” company. You are allowed to form a UK company and keep it dormant for months, or even years. In fact, many people form companies that will never trade, but have been registered to protect a trading name or back up a trademark. Other people form companies to cover projects that may not come to fruition for a long time (for example, to create their future business while they are at university or in full-time employment).

Dormant companies need to have one or more company directors and file up-to-date records at Companies House. Provided you fulfill these obligations you can continue to own a dormant company. Remember that dormant companies are still obliged to complete a confirmation statement and submit accounts to Companies House each year. Dormant companies must submit their accounts on a DCA (Dormant Company Accounts) form. Failure to submit accounts result in a penalty being levied on the company whether they are active or dormant.


Can I form a UK company from overseas?

Duport has formed hundreds of companies for clients based overseas. You are allowed to register a UK Ltd company, regardless of your country of origin or current home address.

You must be able to provide a registered address for your company in England, Wales or Scotland. If you don’t have a suitable address then Duport can provide a registered office service for you.

You must have 1 or more company directors. You are no longer required to have a company secretary, but many companies choose to appoint one anyway, to assist with the director’s duties. If you don’t have a suitable person to act as your company secretary, then Duport can act as company secretary for your business.

Duport can also arrange a bank account application on your behalf.


Must I register for VAT?

If your company turnover exceeds the VAT registration threshold, you must register. However, you are allowed to make an optional application for VAT registration before you reach that level in order to claim back the VAT paid on your purchases.

We suggest that you visit your local office of HM Revenue & Customs and obtain their booklets and forms. Alternatively, you can visit their website at

If you are not resident in the UK but wish to have a UK registration for VAT you will need to appoint a ‘tax agent’ to deal with HMRC on your behalf. It is normal to appoint a qualified accountant for this purpose. If you do not have a UK based accountant, Duport will be able to put you in touch with a suitably qualified firm.

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