guide to setting up a business in the uk
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Guide to Setting up a Business in the UKTRANSCRIPT
GUIDE TO SETTING UP ABUSINESS IN THE UK
ARTAIUS L IMITED
ARTAIUS ADVISES
Contents
GUIDE TO SETTING UP A BUSINESS IN THE UK“Artaius offers an excellent menu of services andare flexible in the way they work with us. They’reapproachable and easy to talk to and keep usinformed of everything they do.”
Mike McDonnell, Configure OneINTRODUCTION 01
CHOOSE THE RIGHT TRADING ENTITY 02
THE TAX REGIME 05
EMPLOYMENT MATTERS AND PERSONAL TAXATION 09
BANKING ARRANGEMENTS 12
SEEK PROFESSIONAL ADVICE 12
ABOUT ARTAIUS 13
APPENDICES 14
ARTAIUS L IMITED
01 ARTAIUS ADVISES ARTAIUS ADVISES 02
You may want to test the marketor use the UK as a steppingstone to trade in Europe. The UKitself offers a home market ofapproximately 61 million and theEuropean Union’s (EU) populationis in the region of 380 million.Establishing your organisation inthe UK will be significantly easierthan elsewhere in Europe.
Depending on the location andtype of business, there areattractive grants and incentives toencourage foreign companies toset up in the UK. Artaius can helpyou take advantage of all suchbenefits for overseas businessesand individuals coming to the UK.
The UK is multi-cultural andwelcomes outsiders. Other bonusesare that it lies in the central timezone between the USA and theEast, and has good communicationlinks to the rest of Europe.
Our aim here is to give you a basicunderstanding of the statutoryframework of UK businesses, thetax situation, direct and indirect,and knowledge of employmentissues, to enable you to formulatea strategic plan to establish asuccessful UK organisation.
An outsource specialist such asArtaius is a one stop shop forincoming investors to the UK.We have the specialists to ensurethat the administration and allthe back-office tasks are well setup and run smoothly, allowingyour management team toconcentrate on running andexpanding your business.
Some aspects of setting up in theUK may seem daunting, but wecan simplify the process for you.This guide should serve as a goodstarting point. But it cannot replacea face to face meeting with us,where we will be only too happyto discuss your plans and adviseon your specific situation, on a noobligation basis.
Melanie Troiano FCCAClient Relationship DirectorArtaius Limited
Telephone: +44 (0)1438 758 100Email: [email protected]
INTRODUCTION CHOOSE THE RIGHT TRADING ENTITY“It is important to choose the right trading entity... it has implications for thetax you pay and the requirements for filing accounts.”
Forming a company in the UK isstraightforward, but it is important to selectthe right entity through which to do business;it has implications for the tax situation. (Thisis considered in more detail on page 5 wherewe deal with the UK tax regime).
There are regulations regarding the use ofbusiness names which cannot be the same as,or too similar to, an existing company’s name.
Setting up a business presence in the UKimmediately brings accounting and filingrequirements as well as the obligation toregister for taxes. This section highlights themain issues overseas companies shouldconsider before deciding upon the type ofbusiness unit they set up.
Types of Trading Entity
The four different types of company and theirrelative advantages and disadvantages are:
Private Company Limited by Shares (Ltd):
A limited company is a separate legal entity,even if it has a parent company. Membershipis created by the issue of share capital.The company may be “stand alone” (withshares owned by individuals) or it may bea “subsidiary” with shares owned by theparent company.
Subject to any cross-guarantees given thecompany’s liabilities are limited to theamount of its assets and issued share capital.Thus, if the UK company is wholly owned byan overseas parent, that parent would
not be liable for any unpaid debts of its UKsubsidiary. Liability is limited to the amountthe members have agreed to contribute to thecompany’s assets if it is wound up.
The minimum requirement to register a limitedcompany is one shareholder, owning oneshare with any nominal value, and one director.However, there may be as many directors andshareholders as required, none of whom haveto be resident in the UK.
Continues overleaf...
This guide is intended to assist overseas entrepreneurs who wish toset up a business in the UK. There are many reasons why the UK is anideal location in which to trade.
ARTAIUS L IMITED
03 ARTAIUS ADVISES
There is no requirement to trade in the UK, butthe company must have a registered office; thisdoes not need to be its trading address. Thereis, in fact, no obligation for a trading addressat all or UK resident officers or shareholders.A company is either registered in NorthernIreland, Scotland, or England and Wales andthe registered office must be situated in therelevant jurisdiction area.
This type of company can be formed easily andinexpensively within 24 hours.
A company needs to prepare and fileannually a copy of its accounts with TheRegistrar of Companies at Companies House,prepared in accordance with UK company law.Once filed, these accounts are available onpublic record.
Accounts need to be filed within nine months ofthe company’s financial year-end. A companycan choose its year-end; it is common tochoose one that coincides with that of theparent company.
A statutory audit may also be required ifthe size of the worldwide group, of which theUK company is a part, exceeds certainthresholds. Currently this means:
1) If gross revenues exceed £6.5 millionor
2) If gross assets exceed £3.26 million.
If an audit is required, the cost of maintainingthe company will be higher than a UKestablishment, but a company does providethe protection of limited liability.
Public Limited Company (PLC)
A PLC operates in the same way as a limitedcompany, has similar requirements and is easyto set up. However, there must be a minimuminvestment in share capital of £50,000. Only£12,500 needs to be paid up in cash, but theunpaid balance of the issued share capital canbe called upon to be provided by the currentshareholders at anytime, if funds are requiredby the company.
PLC status does carry additionalresponsibilities and compliance requirements.This means all groups, regardless of size,which include a PLC as one of the companies,have to be audited and must prepareconsolidated accounts annually.
UK Establishment
A UK establishment is effectively an extensionof the overseas company operating in theUK and is not a separate legal entity. Anycontractual arrangements or liabilities enteredinto by the UK establishment are binding onthe overseas company. The UK establishmentis subject to UK law and UK taxes. A UKestablishment must have a trading address inthe UK and present evidence that it is tradingfrom that address.
A certain amount of documentationis required to set up a UK establishment.Artaius can assist in producing this. Settingup a UK establishment can take up to threeweeks, less if all the requisite information isavailable. A UK establishment can ceaseoperating quickly.
Although a UK establishment and acompany both provide a UK presence, alimited company is more permanent andindependent, and third parties often favourdealing with limited companies.
While the accounts of the UK establishmentdo not need to be filed at Companies House,the accounts of the overseas companymust be filed annually, in English. Thus,if your business is sensitive to the amountof information that is in the public domain,then a UK establishment may not be thebest choice.
Limited Liability Partnership (LLP)
In 2000 a new form of corporation, a LimitedLiability Partnership (LLP) was introduced. Thiscombines the benefits of the limited liability of aprivate company limited by shares with the taxtransparency of a partnership.
An annual return must be prepared andaccounts filed with Companies House each year.
LLPs are popular with professional groups suchas lawyers or accountants, joint ventures and inthe financial services industry.
Advice from Artaius
Many overseas companies wanting to set upin the UK find the private limited company themost attractive type of trading operation. Noconsents are required, no local shareholders ordirectors and no minimum capital rules apply.
All administrative tasks can easily beoutsourced and indeed Artaius offers expertisein these functions.
Artaius’ specialists willexamine every caseindividually, taking intoaccount all the factors ofthe situation, to suggest thebest trading operation tosuit your needs.
“Time was of the essence inthe early stages and Artaius
made everything fall intoplace very quickly.”
Janelle O’Connell, Calleija Jewellers
05 ARTAIUS ADVISES ARTAIUS ADVISES 06
“We were looking forhelp and understandingand Artaius havedelivered and been veryconsistent, from salesto delivery.”
THE TAX REGIME“Artaius’ specialists will ensure not only that you comply with UK tax requirements,but also that your business has the most efficient tax structure.”
Whilst the accounting period reference dateis quite flexible in the UK and can be chosenwhen the company is formed, the tax returnis due within 12 months of the end of theaccounting period; it can be changed laterin certain circumstances. This enables a UKsubsidiary to have the same accounting periodas its overseas parent.
Corporation tax returns have to be preparedeach year and the tax is payable within ninemonths of the company’s accounting year-end.
Professional accountants normally prepare thecorporation tax return and calculate the tax
payable for submission online to HMRC onbehalf of their client.
One of the partners at Artaius can handle allyour tax matters or deal with your accountantson your behalf.
2. Employment Tax - PAYE
Every business organisation needs to beregistered for Pay As You Earn (PAYE). This isthe system that HMRC uses to collect IncomeTax and National Insurance Contributions (NI)from employees as a deduction from theirgross pay as they earn it.
The PAYE collected in the payroll process ispayable monthly to HMRC within certain timeconstraints; late payments are liable to sufferinterest and penalties.
The tax deducted from salaries is income tax.Income tax rates vary depending upon personalcircumstances and specific personal allowancesalter the threshold for paying income tax. Thecurrent rates are shown in Appendix 1a.
NI contributions are also deducted fromemployees’ earnings. The company paysan additional fixed percentage of pay as itsNI contribution. (These rates are shown inAppendix 1b).
The company must produce an annual returnshowing the total tax and NI contributions paidby the employee and employer in a full year.
Payroll processing is a complex and laborioustask and the incorrect calculation of the variousdeductions can incur penalties for a company.It is strongly recommended to outsource thistask to experts.
3. Value Added Tax - VAT
In common with other European Union (EU)states, the UK imposes Value Added Tax (VAT)on most business to business and businessto consumer transactions. Currently, this salestax is chargeable by businesses if they aremaking annual taxable supplies exceeding£73,000. Some services and products are
“zero-rated” or “exempt”. A zero-rated sale isclassed as taxable (VAT being charged at arate of 0%) but exempt supplies are not taxableand ignored as far as the VAT registrationthreshold is concerned.
If the VAT threshold is exceeded, orexpected to be exceeded in the near future,the business must register itself for VAT andmust account for VAT on its supplies ofgoods and services.
When a business is registered for VAT it mustcharge VAT at the prevailing rate on all its salesof goods and services in the UK.
At the end of each quarter, the businessmust submit a VAT return showing the totalVAT it has charged to its customers as wellas the VAT paid to its suppliers. The netamount is either paid to HMRC or claimedback from them.
A business may register for VAT on a voluntarybasis before it is required to do so, providedthat it can adequately demonstrate its intentionto trade, or that it is already trading below thethreshold of £73,000 per year.
Continues overleaf...
Once your business is formed the next step isto register for various taxes.
1. Corporation Tax2. Employment Tax/Pay As You Earn (PAYE)3. Value Added Tax (VAT)
1. Corporation Tax
A company is regarded as tax resident in theUK if it is incorporated in the UK or if its centralcontrol and management is exercised in theUK. Registration is straightforward by meansof Form CT41G issued by Her Majesty’sRevenue and Customs (HMRC). Theinformation required comprises:
Names of directorsName of parent company (if there is one)The trading activityThe period-end date for the firstaccounts of the company.
Tax rates
The current Corporation Tax rates are shownin the table below.
Corporation Tax payment and return
Companies pay corporation Tax on theirprofits and can carry forward trading lossesagainst future profits of the same trade, for anindefinite period.Financial Year 2011/2012
Profits exceeding £1,500,000(standard rate)
26%
Profits under £300,000(small companies rate)
20%
Effective marginal rate on profitsbetween £300,000 and £1,500,000
27.5%
Eric Richardson, Skura Corporation
07 ARTAIUS ADVISES
Overseas businesses setting up in the UKneed to be aware of several importantVAT - related issues:
i) Goods and services supplied outside the EU
If a UK business sells goods to customersoutside the EU, and can demonstrate thatthe goods have left the EU, such exports arezero-rated for VAT. However, if goods areimported into the UK, VAT will need to bepaid at the point of entry. This VAT can usuallybe reclaimed by businesses that areregistered for VAT in the UK.
The rules concerning the supply of services tocustomers outside the EU are more complicated.As a general rule, sales of services to a businesscustomer are outside the scope of UK VAT, butUK VAT is due on many services sold to a non-business customer who is based or residentoutside the EU.
ii) Supply of goods and services within the EU
Rules exist to create a “level playing field”across the EU and to remove anycompetitive advantage that may be gainedby purchasing goods or services from anotherEU member state where the prevailing rate ofVAT is lower.
A UK business, registered for VAT, does nothave to charge VAT on the supply of goodsor most services to businesses in other EUcountries as long as it is satisfied that thecustomer is registered for VAT in his own
country or, in the case of services, is ‘in business’.Such supplies are zero-rated in thecase of goods, and outside the scope ofVAT in relation to services. However, thepurchaser must account for the notionalVAT that would have been due if they hadpurchased the goods or services from asupplier in the same country. This is knownas the “reverse charge” mechanism for servicesor ‘acquisition tax’ in the case of goods.
VAT Returns
Most businesses complete quarterly VATreturns. These have to be submitted to HMRCwithin one month of the end of each quartertogether with a remittance for the VAT payableon the return. An extra seven days is given ifthe return is filed online and any tax due ispaid by electronic means. If a registeredtrader has zero-rated sales (e.g. exports) thenhe can expect to receive regular repayments.These businesses have the option to filemonthly VAT returns in order to receive thoserepayments earlier and help the company’scash flow.
There are other schemes available to helpcertain types and sizes of business. Forexample, businesses up to a certain size mayopt to file VAT returns annually, or account forVAT on a cash-basis, or account for VAT at anagreed flat-rate.
Businesses are also required to file EuropeanCommunity (EC) Sales Lists if they trade goodsor services with VAT registered customers inother EU countries where no UK VAT ischarged. Finally,those businesses involved inthe trade in goods between EU states above acertain threshold, are also required to completeIntrastat returns. The current thresholds are asfollows:- The exemption threshold forpurchases is £600,000 per calendar year. Theexemption threshold for sales is £250,000 percalendar year.
Advice from Artaius
The team at Artaius is familiar with all aspectsof the UK tax regime; there are other taxes andreliefs applicable to individuals and companies.We will advise according to your situation.
Artaius can deal with the VAT application onyour behalf, as well as all the correspondenceand check on progress.
We can also ensure that all those complexaspects of your UK company’s payroll are dealtwith efficiently and at a modest cost.
“Artaius have been an excellent sourceof information and they have contactsfor everything.”Asil Tan, Cimstone
09 ARTAIUS ADVISES ARTAIUS ADVISES
Personal Taxation
The basis on which the individual is subjectto UK tax depends not only on whether theperson is “resident” here, but also whetherthey are “ordinarily resident.”
Individuals who are resident and domiciledin the UK are subject to UK tax. Individualsare taxed at source at basic and higher rateson their employment income and benefitsafter allowances.
The income tax rates in the UK rangebetween 20% and 50%.
The tax year runs from 6th April to thefollowing 5th April.
Current Income Tax rates are set out inAppendix 1a.
Resident, Ordinarily Resident or Domiciledin the UK?
A person is considered resident in the UK fortax purposes if:
- s/he visits the UK regularly and on averagefor more than 90 days a year over a fouryear period.
- s/he arrives in the UK intending to stay forat least 3 years
- s/he spends more than 183 days in theUK in a tax year.
An individual’s liability to UK tax may also bedetermined by whether s/he is considered ashabitually or ordinarily resident in the UK. Thiswould depend upon their intentions in comingto the UK, the accommodation they occupyand the length of their stay.
If they intend to stay in the UK for three yearsor more, or if they lease accommodationfor three years or more, then the individualbecomes ordinarily resident from thebeginning of the tax year during which theaccommodation is acquired.
A person’s country of domicile is the countrythat they consider to be their permanent home.Even if someone has not lived in his homelandfor many years, this does not prevent him frombeing domiciled there.
Most people who come to the UK foremployment will be able to claim to bedomiciled outside the UK.
Living as a foreign domiciliary in the UK canbring significant tax advantages. Investmentincome and capital gains arising outsidethe UK are not taxed in the UK if the fundsconcerned are not remitted to the UK.
UK Foreign domicile status should not betaken for granted. A claim must be made toHMRC and they have the right to challengeit. In practice, it is usually accepted thata person who comes to the UK foremployment purposes is likely to returnto his homeland.
Tax Concessions
All overseas employees are usually liable totax and national insurance on their salary andbenefits in the UK in the same way as UKnationals. However, in respect of benefits,certain concessions are available where anemployee of an overseas company has beenseconded to the UK for up to two years. Thisallows the individual’s employer to provideaccommodation, travel and other similarbenefits tax free.
There are also certain concessions foremployees serving longer in the UK entitlingthem to tax relief on travel.
Social Security
Social Security, also known in the UK asNational Insurance (NI), is the schemewhereby people in work make paymentstowards benefits; both the employerand employee are required to make NIcontributions. (Appendix 1b indicates rates).
Reciprocal agreements are in place with anumber of countries which mean that theemployers of overseas nationals seconded tothe UK who continue to pay the equivalent ofnational insurance in their home country, andthe employee, are exempt from payingNational Insurance.
Share Option Schemes
The UK has certain“approved” shareincentive schemes whichprovide considerable taxadvantages to employees toenhance their remunerationpackage.
Artaius can advise on the various incentiveschemes and reporting obligations.
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EMPLOYMENT MATTERS AND PERSONAL TAXATION
“It is important to understand UK employment regulations.”
Individuals who work in the UK are liable toUK tax; all employees are subject to UKlaws, no matter who employs them or theircountry of origin.
As an employer it is very important to have agood grasp of UK employment regulations.The UK laws protect the employee. There canbe serious and expensive consequences if anemployee can prove unfair dismissal, sexualharassment, racial prejudice, earnings of lessthan the minimum wage or just unfair treatment.Long term sickness is no excuse for dismissal.
Artaius can provide specialist HR advice.For instance, we can set up standardemployment contracts for each employeeand produce an office proceduresmanual which covers formal disciplinaryprocesses, holidays, sickness, notice and theemployment and dismissal of staff.
Minimum Wage
This allows wage costs to remain competitivewhilst protecting employees. Current minimumwage rate for over 21 is set out in Appendix 4.
Working Hours
Full time employees in the UK work the longesthours in the EU. The Working Time Regulationsprovide basic rights and protections for workers.They limit the average working week to 48 hours- although workers can opt out of this limit.
Fringe Benefits
Workers are entitled to 28 days’ annual paidleave. This minimum legal holiday requirementincludes public holidays of which there areeight a year. Most companies grant paidholidays of four to six weeks.
Work Permits
Most overseas people working in the UK needa work permit and a visa in order to take upemployment; however, the following do notneed work permits or visas:
Nationals of the EUThose born in GibraltarCommonwealth citizens who entered theUK on the basis that a grandparent wasborn in the UKHusbands, wives and dependent childrenunder 18 of people who hold work permits.
ARTAIUS ADVISES
BANKING ARRANGEMENTS“Our banking contacts are used to dealing with companiesestablishing a UK business unit.”
After you have established an entity, oneof the next most pressing tasks is to opena bank account. This is a requirement forregistering for VAT.
There are four main banks with branchesthroughout the UK. The facilities andservices they offer are similar, but often whatdifferentiates one bank from another is therelationship with the managers, and the speedwith which they respond to requests.
Artaius has good contacts at the banks andwill be pleased to introduce you to its bankingcontacts who specialise in dealing with clients
where the head office or parent companyoperates outside the UK.
Money Laundering Regulations
The financial institutions and professionalswho help you set up in the UK will be requiredto verify the identity and background of theowners and Directors of any business unitand monitor your business in the light of thestringent anti-money laundering legislation.
To open a new bank account you will needcomplete identification documents (forexample, passport, identity card, driving
licence or a certified copy of any of these, plusa recent - within the last three months - bankor credit card statement, utility bill, identifyingyour home address) to comply with the UKGovernment’s strict regulations relating toanti-money laundering.
Advice from Artaius
Do not hesitate to ask for an introduction toour banking contacts.
SEEK PROFESSIONAL ADVICE“Consult professionals with in-depth knowledge of UK fiscal,legal and administrative procedures.”
Setting up a business in a different countryrequires greater assistance than startingup in your usual country of residence. Weunderstand that an entrepreneur will havehis goals for his new business and agood knowledge of product, research anddevelopment, the services to be offered,suppliers - all aspects of his business whichcannot be easily delegated.
Artaius has the wealth of experience in dealing
with the legal, administrative and all the otherquestions which arise when setting up a newbusiness and which have been outlined onthese pages.
An outsource organisation, such as Artaius,will assign a director to every entrepreneuror business. He or she will be the keycontact in the UK and will be qualified tocarry out many of the required processes.We also work with other professionals and
experts in their field to ensure that you receivethe best possible, most comprehensiveadvice, to realise the establishment of yourbusiness in the UK, in the most costeffective way.
To a newcomer the whole process mayseem daunting, but the raison d’être forArtaius’ experts is to tackle the hurdles andto help in the process of establishing andmaintaining a UK presence.
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“Artaius looks after issues includingour payroll, tax and accounts and Irely on them to keep us compliant
with UK business legislation.”Aaron Schielke, Airbiquity
Oxford House, Artaius’ Stevenage office
ABOUT ARTAIUS“Artaius have always been very timely and reliable with regard to their services and any request forinformation and they have always been proactive in pointing out problems and opportunities.”
Artaius, which evolved as an offshoot ofLondon-based Chartered Accountants,Wilder Coe LLP, now numbers 20 team members.The company is based in central London andin Stevenage, Hertfordshire, which is easilyaccessible by road and train.
Today, Artaius is an international firm, witha worldwide client portfolio covering manyindustry sectors.
Artaius has worked for ten years with theEast of England Regional Development Agency.
Artaius is also proud to be a member of UK Trade andInvestment’s Advisory Network, known as UKAN.Membership of this network is restricted to businesseswith a proven track record of expertise in the field ofInward investment.
Our partners are alwayspleased to arrange aninitial, confidential meeting,at no cost, to discuss theindividual needs of incominginvestors to the UK and tosee how Artaius may beable to help.
ARTAIUS ADVISES ARTAIUS ADVISES 1413
Francesca Novello, for Gianfranco Ferré UK Ltd
Robin Berry ACAManaging DirectorTelephone: +44 (0)1438 847 [email protected]
Melanie Troiano FCCAClient Relationship DirectorTelephone: +44 (0)1438 847 [email protected]
Ian Saunders ACISDirectorTelephone: +44 (0)20 7616 [email protected]
Robert Coe FCADirectorTelephone: +44 (0)20 7616 [email protected]
Neil Warren ATTVAT ConsultantTelephone: +44 (0)1438 758 [email protected]
The senior team at Artaius
VAT Regulations
Rates of Tax From 4th January 2011 From 1st January 2010
Standard rate 20% 17.5%
Reduced rate (including fuel and power) 5% 5%
VAT as a fraction of gross price 1/6 7/47
Annual Turnover Limits From 1st April 2011 From 1st April 2010
Registration £73,000 £70,000
Deregistration £71,000 £68,000
APPENDICESAppendix 1a
Appendix 2
Taxable supplies are mainly either standardrated, reduced rate or zero-rated. There arecertain supplies that are not taxable and theseare known as exempt supplies.
There is an important distinction betweenexempt and zero-rated supplies.
If your business is making only exemptsupplies, you cannot register for VAT andcannot therefore recover any input taxIf your business is making zero-ratedsupplies, you should register for VAT as yoursupplies are taxable (but at 0%) and recoveryof input tax is allowed.
Zero-rated suppliesA zero-rated supply is a taxable supply, but thetax rate is nil. Such supplies include:
FoodBooks, pamphlets, newspapers, journals,maps, music etc.Construction of buildings etc.International servicesTransportDrugsImports, exports etc.Charities etc.Children’s clothing and footwear.
Exempt suppliesNo VAT is chargeable on an exempt supply,but directly attributable input tax cannot bereclaimed. Exempt supplies include:
LandInsuranceBetting, gaming and lotteriesFinanceEducationHealth and welfare.
Appendix 1b
Employee National Insurance rates: Year to April 5th 2012 Rate
Up to £7,228 0%
£7,229 - £42,485 12%
Over £42,486 on excess 1%
Employer National Insurance rates: Year to April 5th 2012 Rate
Up to £7,228 0%
Over £7,229 13.8%
Francis Hudson ACA CTA ATTTax ConsultantTelephone: +44 (0)20 7616 [email protected]
Income Tax - taxable bands 2011/12 (£)
Personal allowance (minimum) 7,475
Basic rate: 20% 0 - 35,000
Higher rate: 40% 35,001 - 150,000
Top rate: 50% 150,001 +
Dividends
Basic rate taxpayers 10%
Higher rate taxpayers 32.5%
Top rate taxpayers 42.5%
ARTAIUS ADVISES15
Other changesIt will also be necessary to notify CompaniesHouse of:
A change in the registered name or officeaddress.Certain changes to shareholdings and thecompany’s share structure.The grant of a mortgage or charge over an asset.
Information to be filed at Companies House fora UK establishment
Starting a new UK establishmentWithin one month of forming a UKestablishment, it is necessary to send thefollowing to Companies House:
Completed form.
A certified English language copy of thecompany’s constitutional documents, includingthe charter, statute and operating agreement.
A certified copy of the latest set of auditedaccounts required to be published by parentlaw, translated into English.The current registration fee (£20).
Changes to the companyIt is necessary to notify Companies Houseof any changes to the original informationfiled as and when they occur. Theseinclude changes to the:
Constitutional documents of your overseascompany.Company details, including the name, legalform, accounting requirements, head officeaddress, objects, share capital andgoverning law.Director or secretary or their particulars.Details of the UK establishment, including itsbusiness name, address and the nature ofthe business.Person authorised to accept service or torepresent your company in the business ofthe UK establishment, or their particulars.UK establishment against which theconstitutional documents and accounts of thecompany are registered.Accounting reference date of a companysubject to filing accounts.
AccountsFor UK establishments of overseas companieslocated in countries that require the publicationof accounts, a copy of those accounts (witha certified translation if necessary) mustbe delivered within three months ofpublic disclosure.
For UK establishments of overseas companieslocated in countries that do not require thepublication of accounts, a set of accountsprepared in line with the requirements ofs700 must be delivered to CompaniesHouse within 13 months of the company’saccounting reference date. Such accountsmust relate to the company and not solely theUK establishment.
An annual document-processing fee of £30should be sent with each set of accounts.
Closure of a UK establishmentIf a UK establishment is closed, it is necessaryto notify Companies House. All obligations todeliver documents to Companies House ceasefrom the date of receipt of the notice.
If the UK establishment closed is not theonly UK establishment, but was originallythe principal UK establishment, then it isnecessary to notify Companies House of theUK establishment at which the constitutionaldocuments are now kept.
Appendix 4
Minimum Wage Rates
The standard National Minimum Wage forworkers aged 21 years or over is £5.93 per hour.
Lower rates apply to younger workers andapprentices.
These rates are reviewed annually in October.
Care has been taken to ensure that theinformation in this booklet is up to date at thetime of writing. However, law and practice dochange and you are invited to seek specificprofessional advice for your circumstances.
We look forward to hearing from you:[email protected]
Appendix 3
Information to be filed at Companies House forLimited Companies
A limited company comes into existence whenit is registered at Companies House. Limitedcompanies must also file certain documentswith Companies House when they are first setup and on an ongoing (normally annual) basis.
Starting a new companyTo set up a limited company, it is necessary tosend the following to Companies House:
A Memorandum of Association.Articles of Association: describing how thecompany will be run, the rights and obligationsof the shareholders and the powers of thecompany’s directors.
Form IN01 which is a form giving details of thefirst Directors, Secretary, Registered Office andthe initial share capital.
Accounts and returnsCompanies are required to submit detailsof directors and shareholders annually toCompanies House.Companies are also required to file copiesof their financial statements annually atCompanies House.Companies are required to inform CompaniesHouse when there are changes of theaccounting reference date.
Change of company secretary or directorsIt is necessary to notify Companies House of:
The appointment of a new director orcompany secretary.The resignation/retirement of a director or thecompany secretary.These changes need to be notified within 14days of the change.
ARTAIUS L IMITED
Artaius Limited: Specialist advisers foroverseas businesses setting up in the UK
Telephone: +44 (0)1438 758 100
Email: [email protected]: www.artaius.com
233 - 237 Old Marylebone RoadLondonNW1 5QT
Artaius LimitedOxford HouseCampus 6, Caxton WayStevenage, HertfordshireSG1 2xD
Artaius Limited: Specialist advisers foroverseas businesses setting up in the UK
Telephone: +44 (0)1438 758 100
Email: [email protected]: www.artaius.com
233 - 237 Old Marylebone RoadLondonNW1 5QT
Artaius LimitedOxford HouseCampus 6, Caxton WayStevenage, HertfordshireSG1 2xD