A Guide to Setting Up a Business in the UK

Overseas Businesses - Your Guide to Setting Up a Business in England & Wales

The UK remains a hub for trade and commerce around the world. If you are looking to set up a business in England and Wales from overseas, it is important to choose the right structure to suit your operations and the relationship with any offshore owner.

This guide will help you:

choose the right structure for your business
consider the key issues before setting up your business
understand the process for setting up a company in England and Wales

Structures

In England and Wales, there are a number of ways in which people can choose to run their business. The most common include:

Sole Trader

This is one of the simplest forms of business structure. The business is operated by an individual without a separate legal entity (i.e. a company).

For more information on liability and tax for sole traders download our guide now.
General Partnership

A business run as a partnership is operated wholly by the partners who equally own all the assets and profits, unless they agree a different split. Each individual partner pays income tax on the profits they receive.

For more information on liability and tax for general partnerships download our guide now.
Limited Liability Partnerships

This is a form of partnership which has its own legal identity, including registration at Companies House. The LLP contracts with third parties, and is responsible for its assets and liabilities.

For more information on liability and tax for limited liability partnerships download our guide now.
Private Limited Companies

A company is a separate legal entity to those who own and manage it. A company will have a two tier governance structure: the shareholders who own the company; and the directors who manage its day to day activity.

For more information on liability and tax for private limited companies download our guide now.
Branch of an Overseas Entity

- A branch or place of business is set up under the Overseas Companies Regulations 2009.

- This approach does not involve incorporating a separate company in England and Wales, but the overseas entity must register the branch and deliver annual accounts to Companies House (in effect for the branch and the entity in its home jurisdiction).

For more information on liability and tax for branches of an overseas entity download our guide now.
Private Limited Companies

The two main types of private limited company are:

- A Company Limited by Shares - Each owner having shares in the company and their liability to the company is limited to the nominal value of their shares

- A Company Limited by Guarantee - A common structure for charitable and non-profit companies as each owner of the company (called members) do not usually hold shares but will agree to contribute a set figure towards the liabilities of the company (typically £1 only).

For more information on liability and tax for private limited companies download our guide now.

Private Company Limited by Shares

When first setting up a company, basic questions you will need to address are:

What will be its name?
Where will its registered office be?
Who will be the directors, company secretary (if any), and shareholders?
How many shares will be issued and what will be their value?

The guide covers the steps which need to be taken in relation to company name, registered office, secretary, shareholders and directors.

Incorporation

Once the proposed arrangements for the company have been agreed, an application to Companies House will need to be completed to incorporate and register the company. Companies House will then issue a certificate of incorporation with a registration number which will act as proof that the company has been created and registered.

Following registration, the company will have ongoing responsibilities to submit reports to Companies House and maintain statutory registers. The full guide outlines the registers and records (statutory books) the company is also required to maintain throughout its lifetime.

England & Wales Establishment (Branch)

Some overseas companies choose not to set up a subsidiary, to avoid the ongoing administrative costs of managing separate companies (for example), and decide to operate their business in England & Wales through the overseas company itself. Particulars of the company establishing the branch will still need to be registered under The Overseas Companies Regulations 2009 (SI 2009/1801).

An overseas company with an England and Wales establishment must register a number of details at Companies House within 1 month of opening. For more detail, please download our guide.

Additional Business Considerations

As well as the structure of the company, you will also need to consider the following questions when first starting a business:

Who should I employ to run the business?
On what terms should I employ them?
Can I employ workers from outside of the EEA?
Will Brexit have any impact on the plans I have for my business?
What do I need to consider when taking a property?

How We Can Help

At VWV, we have a long track record of advising overseas clients on setting up and organising their businesses and commercial assets in the UK, across a wide range of sectors.

A key part of our role is helping you hit the ground running when starting your business in the UK and to assist you in overcoming the legal and regulatory hurdles you may face.

We will work closely with you and your advisers in other countries to help deliver your objectives.

To discuss how we can help you set up your business in the UK, please contact Richard Phillips on 01923 919 325, or complete the form below.

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