Reconceptualising Scottish limited partnership law

Scottish limited partnerships (SLPs) have been the focus of much press and government attention due to their use for fraudulent activity. Recent developments appear to have slowed the speed of incorporation of new SLPs. However, this article argues that current reforms may not help tackle existing fraudulent SLPs. This does not matter as existing arguments from partnership law can be applied to combat fraudulent SLPs. By viewing the limited partnership as a general partnership with some additional features, we can identify that fraudulent SLPs have ceased to exist, and SLPs which have moved entirely offshore may have lost their separate legal personality. That this has been so far missed can be traced to current organisational theory. The current received wisdom is that separate legal personality is a gift from the state. However, the Scottish example demonstrates that this cannot be universally stated to be the case. This article therefore identifies the implications of reconceptualising the SLP for wider organisational theory and identifies options for state gift thinkers to reformulate their wider claims. Either the claim that separate legal personality derives from the state needs to be diluted to near tautology, or it needs to be limited in geographical extent. Both have theoretical and practical implications, and impact future law reforms.