Investment in the UK


Types of Business Presence
Company Formation
Types of Companies
Choosing a Company Name
Contact List for Solicitors, Accountancy Firms and Company Formation Agents


The information given below is provided by the British-Portuguese Chamber of Commerce for guidance only and is not meant to be a substitute for up to date, qualified legal advice.

The formation of a company in the UK is easy and straightforward. No permission is required to establish a business presence, although there is some regulation of the use of business and trading names.

All companies registered in the UK are required to register with Companies House and have to submit accounts as well as annual returns. Overseas companies establishing a branch or place of business in the UK must register and file annual accounts.

Companies operating in the financial, defence, oil exploration and other regulated areas may require licences or authorisation to conduct business.


Types of Business Presence

The law provides for the formation of four different types of company:

  • Private company limited by shares (Ltd) - members' liability is limited to the amount unpaid on shares they hold
  • Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company s assets if it is wound up
  • Private unlimited company – there is no limit to the members' liability
  • Public limited company (PLC) – the company's shares are offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. Only a PLC may offer its shares for public subscription.

For almost all business purposes the form used is the company limited by shares, either as a private limited company (Ltd) or as a public limited company (PLC).

Most foreign companies set up a private limited company. No consents are needed, no local shareholders or directors are required and no minimum capital rules apply. Certain documents (e.g. Memorandum and Articles) must be filed with Companies House in order to form the company.


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Company Formation

The following must be submitted to register a new UK company:

  • Form 10 - summary of a company's officers, registered office address, etc.
  • Form 12 - declaration of compliance.
  • Memorandum of Association (which sets out the company's name, registered office, where the company is situated and its objective).
  • Articles of Association (which set out the internal arrangements of the company).
  • Fee of either £20 or £80.

The documentation can be prepared in a day, provided that standard Memorandum and Articles of Association are adopted. It can take considerably longer if tailor-made Memorandum and Articles of Association are required. Ready-made companies are available from company formation agents throughout the UK.

The completed and signed documentation is forwarded to Companies House who will issue a Certificate of Incorporation.

A fee of £20 means that the registration will be processed on a standard time basis. This can be anything from three to ten working days. Same-day registration is available for £80 provided that Companies House receives all the necessary documentation before 3 p.m.

Further information about where to file a company registration can be obtained from:


Companies House (England & Wales)

Crown Way
Cardiff CF14 3UZ
Tel: 00 44 870 33 33 636
http://www.companieshouse.gov.uk/


Northern Ireland Registrar of Companies

Department of Economic Development
IDB House
64 Chichester Street
Belfast BT1 4JX
Tel: 00 44 28 9023 4488


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Types of Companies


Alternative Business Models for Foreign Investors

In addition, investors can also establish a business presence in the UK through the setting up of a:

  • Branch or place of business of the overseas company.
  • Partnership; or
  • Joint venture.

Setting up a "Branch"

Overseas companies can either register as a branch or as a place of business:

  • A branch is part of an overseas limited company organised to conduct business through local representatives in the UK.
  • A place of business is for companies who cannot register as a branch because they are from within the UK, they are not limited companies or their activities in the UK are not sufficient to define it as a branch (for example if the activity is simply a representative office).

After opening a branch within the UK the following documents must be submitted to Companies House within a month:

  • A completed BR1 form.
  • A certified copy of your company's constitutional documents (charter, statute, operating agreement etc).
  • A copy of the latest set of audited accounts required to be published in your own country.
  • The current registration fee (£20).

Constitutional documents and accounts must be in your own language, with (if not in English) a certified translation made in the country where your company was incorporated.


Setting up a "Place of Business"

Within a month of establishing your place of business you must deliver the following documents to Companies House:

  • A completed form 691.
  • A certified copy of the company's constitutional documents (charter, statute, operating agreement, etc).
  • The current registration fee (£20).

Constitutional documents and accounts must be in your own language, with (if not in English) a certified translation made in the country where your company was incorporated.


Partnerships

Individuals, including overseas investors, can set up as a partnership in the UK. The partners are jointly and severally liable for all debts. This means that if some partners cannot be made to pay their share of any debts the other partners become liable in addition to their share.


Limited Partnerships

A limited partnership consists of:

  • One or more persons called general partners, who are liable for all debts and obligations to the firm; and
  • One or more persons called limited partners, who contribute a sum or sums of money as capital, or property valued at a stated amount. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.

A limited partnership must be registered under the Limited Partnership Act of 1907. To register, you must deliver a statement (Form LP5), signed by all the partners, to Companies House.

Limited partners may not:

  • Draw out or receive back any part of their contribution to the partnership during its lifetime; or
  • Take part in the management of the business or have power to bind the firm.

An overseas limited partnership cannot usually register in the UK because its main place of business has to be in the UK and an overseas partnership would usually do most of its business abroad.


Limited Liability Partnerships (LLP)

A new form of association/partnerships with limited liability became available when The Limited Liability Partnerships Act 2000 came into force on 6 April 2001.

An LLP is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership.

Any new or existing firm of two or more persons will be able to incorporate as an LLP.
Incorporation of an LLP will be by registration at Companies House; this process is similar to that described above for registering a company.

LLPs will have similar disclosure requirements to a company including the filing of accounts.

Amongst other things, they will also be required to:

  • File an annual return.
  • Notify any changes to the LLP's membership.
  • Notify any changes to their members names & residential addresses; and
  • Notify any change to their Registered Office address.

On the 6 April 2001 Limited Liability Partnerships Regulations 2001 came into force. These regulations can be obtained from the following website: www.opsi.gov.uk/si/si2001/20011090.htm


Joint Ventures

An overseas company can form a base in the UK by joining with a British company. Such joint ventures (JVs) are usually with limited companies or as a partnership. Information on possible JV partners may be available from the relevant UK trade associations.


Other Company Types - Subsidiaries

A company that is resident in the United Kingdom is a subsidiary of another company if it is a body corporate, which satisfies all the conditions at a), b), c) and d) below.

a. It qualifies as a 51% subsidiary as defined in ICTA88/S838 except that the other company is treated as not being the owner.

b. Of any share capital which it owns directly in a body corporate, if a profit on the sale of the shares would be treated as a trading receipt of its trade.
or

c. Of any share capital which it owns indirectly, and which is owned directly by a body corporate for which a profit on the sale of the shares would be a trading receipt.
or

d. Of any share capital which it owns directly or indirectly in a body corporate not resident in the United Kingdom.


Sole Trader

If you conduct your business alone, without a partner, then you are classified as a sole trader. Different forms are required for this and a fee of £95 applies. This definition applies whether or not you have employees working for you.


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Choosing a Company Name

Regulations restrict the choice of a company name. For example, you cannot choose certain words regarded as sensitive.

See Company Names (GBF2), available from:


Companies Hous

Crown Way
Cardiff
CF14 3UZ
Tel: 00 44 29 2038 0801

Detailed guidance and contact information are available from Companies House: www.companieshouse.gov.uk

A more comprehensive set of notes for overseas companies is available from:


Foreign & Miscellaneous Section

Companies House
Crown Way
Cardiff
CF14 3UZ
Tel: 00 44 29 2038 0852


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Contact List for Solicitors, Accountancy Firms and Company Formation Agents


England & Wales


The Law Society
113 Chancery Lane
London
WC2A 1PL
Tel: 00 44 207 242 1222


The Institute of Chartered Accountants in England & Wales
PO Box 433
Chartered Accountants Hall
Moorgate Place
London EC2P 2BJ
Tel: 00 44207 920 8100


Association of Company Registration Agents

Temple House
20 Holywell Row
London EC2A 4XH
Tel: 00 44 207 377 0381


The Association of Chartered Certified Accountants
29 Lincoln's Inn Fields
London WC2A 3EE
Tel: 00 44 207 242 6855


Scotland


The Law Society of Scotland
PO Box 75
26 Drumsheugh Gardens
Edinburgh
EH3 7YR
Tel: 00 44 131 226 7411


The Institute of Chartered Accountants of Scotland
CA House
21 Haymarket Yards
Edinburgh EH12 5BH
Tel: 00 44 131 347 0100


Ireland


The Institute of Chartered Accountants in Ireland
11 Donegal Square South
Belfast BT1 5JE
Tel: 00 44 28 9032 1600


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