Setting up in the UK

Before setting up a new company in the UK, you will need to decide on the type of legal entity and you should ensure you are aware of all your legal obligations for a foreign company setting up in the UK.

Setting up a new company in the UK is quite straightforward provided you have the answers ready for your setup. As always, good preparation makes for a successful outcome.

Paul Beare Ltd are happy to offer advice to help you decide, and ensure you are aware of what’s involved in setting up a new company in the UK.

This page talks through all the steps, but please do get in touch should you have any specific questions.

Entity Structures.

Decide on the appropriate type of legal entity for your objectives

Deciding which entity structure is most appropriate based on your longer-term objectives is an essential step. There are three main types of structure available:

Limited Company : Shareholding

Shareholders can be individuals or corporate entity’s

A simple setup structure.

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Subsidiary Limited Company

“New Co UK Limited”

The shareholder is the overseas based parent company. Typical setup for those established in home markets looking to expand into the UK and Europe.

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Branch : UK establishment

“Existing Home Company Name, INC.”

Extension of your parent company, registered at UK Companies House, but governed by home territory regulations.

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Setting up in the UK adds credibility to your infrastructure, and with a Corporation Tax of 19%, brings rise to many opportunities.

UK Company Board Structure.

Although it isn’t a required function, in some cases it may be appropriate to appoint a board to run your UK company. This could be the same board as a parent company if a UK subsidiary is established, or it could be a different, local-based board. This is explored in further detail here. Having a UK board does not replace the requirement to have directors of a UK company

UK Directors.

UK directors do have obligations and requirements. Being appointed as a director, you are responsible for the following:

  • filing the annual accounts for your company
  • filing the annual confirmation statement for your company.

Technically, you only need a minimum of one director for the above entities. However, we strongly advise in most situations that two should be appointed. If there is only one director, then he/she can never resign without the appointment of another first.

It is the director’s responsibility to ensure these documents are with Companies House on-time. Failure to do so is a criminal offence and can incur financial penalties. Appointing us as your tax agents and representatives in the UK means we take the burden and work with you to ensure these duties are met on time.

Any changes associated with the company must also be notified to Companies House, such as:

  • the appointment of directors, or termination of appointment
  • a change in your company’s registered office address.

UK Company Secretary.

Company Secretary is not a required role, but where there are no UK based directors then we strongly recommend this role is occupied. It is an officer of the company, but without binding power.

It allows the office-holder to communicate with Government Offices such as Companies House, or HMRC – and can enter contractual obligations on instruction from a director of the UK company.

This role enables someone to be ‘on-the-ground’ which could be part of the requirements with some UK banks when opening a real bank account.

In the case of a branch – this identical role is known as an ‘Authorised Representative’.

We are usually appointed as Company Secretary or Authorised Representative to our clients UK company’s. Our address is also the Registered Office of the company, allowing for efficient handling of administrative documents from Companies House and Her Majesty’s Revenue and Customs (HMRC).

Country of origin.