Running a company in Scotland: resolutions, invoices, unpaid debts and contracts

For a business in Scotland owed money by a company or LLP that has not paid an invoice. Scotland has no pre-action protocol for debts, but the simple procedure claim form asks what you did to settle: this letter sets out the debt, claims statutory interest at 8% above the Bank of England reference rate and the fixed sum of £40, £70 or £100 under the Late Payment Act (or the interest your contract sets), gives 14 days to pay or dispute, and warns of an action in the sheriff court — simple procedure up to £5,000. Sent by recorded delivery.

For a business in Scotland ending a contract with a supplier, customer or other business, either on the notice the contract allows or because the other side has committed a material breach. The letter identifies the contract and the clause relied on, gives the end date, describes any breach, and records that payments due and surviving terms continue. Follow the contract's notices clause on address, method and timing, and keep proof of delivery. Ending a contract for a breach that is not material can itself be a breach, so take advice if unsure.

For the directors and shareholders of a private limited company in the UK deciding without a meeting: changing the articles or the name, approving a director's long service contract, or any other members' decision. The directors circulate the resolution as ordinary (more than half of the voting rights) or special (at least 75%), and each member signs to agree. It lapses after 28 days unless the articles say otherwise. A special resolution goes to Companies House within 15 days. It cannot be used to remove a director or an auditor.

For the directors of a private limited company in the UK who are moving its registered office. The written resolution, signed by every director, records the new address, confirms that it is an appropriate address in the part of the UK where the company is registered, and names the director who will file the change. The change takes effect when Companies House registers it; form AD01 is filed online, without a fee, by the company itself. This is the decision for the company's records, not the filing.

For a sole trader, partnership or limited company in the UK billing a customer. The invoice has a unique number, the date, both parties, the goods or services, the total and the payment details; a VAT-registered business adds its VAT number, the time of supply, the rate and the VAT, as regulation 14 of the Value Added Tax Regulations 1995 requires. A company shows its registered name, and a sole trader using a business name shows their own name and an address too. A PDF sent by email is fine.

For the directors of a private limited company in the UK recording a board meeting: who attended, the quorum, declarations of interest, and each decision taken, such as a bank mandate, a contract, an interim dividend or new premises. Every company must keep minutes of its directors' meetings for at least ten years (section 248 of the Companies Act 2006), and the chair signs them as a correct record. Nothing here is filed with Companies House.

For a director of a private limited company in the UK who is stepping down. The letter resigns with effect from a stated date, asks the company to notify Companies House within 14 days on form TM01 and update its records, and states that resigning as a director does not by itself end any job or shareholding. Under the model articles a resignation takes effect as it states once the company receives it. A company must keep at least one director who is an individual, so a sole director arranges a replacement first.

For the board of a private limited company in the UK appointing a new director. The directors' written resolution records the appointment, the date it takes effect and who will notify Companies House, and the new director signs a consent to act. Since 18 November 2025 a new director must first verify their identity with Companies House and give the company their personal code; the company files the appointment on form AP01, online, within 14 days. The company keeps this record in its books.

For the directors of a solvent private limited company in the UK that has stopped trading and is to be closed. The written resolution records that the company meets the conditions of the Companies Act 2006 for voluntary strike-off, authorises the application on form DS01 (£13 online) and the copies that must go within seven days to its members, employees, creditors, any director who did not sign and pension trustees. A company that cannot pay its debts is closed through an insolvency practitioner instead.