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Registering a UK company

Incorporation support in the UK and across the globe
Open a company in the UK in 24 hours
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Why doing business in the UK is a good idea

The United Kingdom is one of the world’s business, financial and cultural hubs. It is prestigious to have a company here as it translates into more trustworthy relationships with partners and suppliers.

The United Kingdom consists of four jurisdictions: England, Wales, Scotland and Northern Ireland. Our company offers incorporation services in England/Wales and Scotland. If, however, you need a business in Northern Ireland, get in touch to discuss options. There are several company types, each with its own unique advantages. It is common to register a company in England due to significant opportunities offered to business owners.

It is a common misconception to think of England as an offshore. Nevertheless, corporate and taxation laws allow partnerships to reduce their tax burden on income received outside the country of incorporation. Businessmen can also benefit from special tax regimes and government support for small and medium-size companies.

Our team will register your UK company in no time and offer additional services for successful operation and growth of your business.

5 key benefits of registering a company in the UK

  1. A simple process which is straightforward, can be done online and does not require a lot of time.
  2. An access to highly qualified workforce and developed infrastructure.
  3. One of the lowest corporation tax rates in Europe. On top of that, there are numerous tax benefits and incentives.
  4. Boundless and highly competitive UK markets for goods and services generate unique business opportunities.
  5. Minimum government interference and ease of doing business. You may also be eligible for government support.

Besides, British companies can receive financing, set up dormant companies and much more. UK market is thriving, especially in construction, financial services and banking; it is a source of new clients, partners and suppliers.

Imperial & Legal is an incorporation agent with headquarters in London. Our qualified specialists will help you choose the right type of company, understand the requirements and documents for opening a company in the UK.

We practice a one-stop-shop approach. We offer three incorporation packages and additional services to support your business.

Standard

Basic minimum for UK company registration.

  • Checking company name for availability and preparing all documents and forms
  • Submitting an application to the Companies House; upon successful registration you get a certificate of incorporation, memorandum and articles of association1
  • Registered address for 1 year
  • Company secretary services for 1 year

From £285 pa*

Imperial

Comprehensive solution for UK-registered companies. Ideal for Innovator, Start-up and Sole Representative visas.

  • All Standard Plus package services
  • Business address for UK bank purposes
  • A bank account in the UK or Europe5
  • VAT registration4
  • Visa support (business visitor visas for 2 people)
  • On-demand business advice from Imperial & Legal
  • Renewal every succeeding year — £2,500*

First year £3,800*

Standard Plus

Your London office with global access. English- and Russian-speaking secretary.

  • All Standard package services
  • Correspondence address in the UK2
  • Business telephone number3
  • Mail forwarding service
  • English- and Russian-speaking secretary taking calls, messages and emailing recaps to you
  • Meeting room4

From £1,950 pa*

1 Model Articles are provided by default, subject to customisation upon request.

2 Not suitable for opening a bank account in the UK.

3 Extra fees may apply for a dedicated landline.

4 Extra fees may apply.

5 Talk to our experts to discuss your needs.

* VAT may be charged on the amount.

How to register a company in the UK

UK company registration is a process with its nuances and pitfalls. To save time and money, use an incorporation expert to set up your UK business.

UK corporate law offers many business structures for your company such as a private or public limited liability company and different types of partnerships. All of them can cover basic business needs.

To open a company in the UK, log on to the Companies House website, fill in a form and pay an incorporation fee. You will be offered to use model articles of association or you can choose to tailor them with the help of our lawyers.

The articles include business goals, share capital and shareholders’ commitment to incorporate a company. They also stipulate rules to run the company which must be followed by shareholders, directors and a company secretary to make managerial decisions.

Once your company starts trading and grows, its needs would stretch outside the scope of package solutions. You might require additional services such as nominees, requesting a certificate of good standing, legalising documents or preparing annual accounts. You can find more information about business support services on our website page Corporate Services.

Our consultants at Imperial & Legal have years of experience in facilitating communication between private businesses and UK authorities. They will help you optimise day-to-day tasks of running a business so that you have more time to focus on growing your company. Here are some of the corporate services that we offer.

Company Secretary

We provide a comprehensive administrative support in the UK. It is not a legal requirement to have a company secretary, but we strongly recommend using this service. We will make sure your company is not stroked off/ shut down at the most inopportune moment because you were not aware of or failed to fulfil your legal obligations related to the company’s activities and accounts.

Moreover, it is easier for a company secretary to obtain and legalise necessary documents and statements, make requests, etc. on your behalf, because they are based in the UK. Bear in mind that basic services of a company secretary such as filing of an annual Confirmation Statement are already included in our incorporation packages.

Get in touch for one of the following:

  • To customise company documents (resolution to set up a company, Articles and Memorandum of Association).
  • To change a company director.
  • To add or remove a shareholder.
  • To report changes about directors and/or shareholders.
  • To increase or decrease share capital.
  • To change registered address.
  • To change SIC codes, etc.


Accounting

UK companies are legally required to submit their annual accounts and tax reports to the Companies House and HMRC. Our team will prepare and submit your accounts and reports, including VAT reports and Payroll.

You can find more information on our website on the Accounting Services page.


Nominee Services

Nominee director

It is a common practice in the UK to appoint a nominee director if you are not in the country and require a nominee director to perform basic administrative functions in your company.

Imperial and Legal offers nominee directors that are UK citizens and residents. Depending on your needs, they can be signatories on a bank account, sign contracts and even represent you during business meetings.

It is not illegal to have a nominee director. According to the current legislation, the Companies House keeps records of all directors, shareholders and persons with significant control, including nominee persons.

Cost of a nominee director from Imperial & Legal – from £2,000 a year.

Nominee shareholder

Nominee shareholder usually comes hand in hand with a nominee director. By using both of these services, your presence will not be required in the UK, even in dealings with banks.

Cost of a nominee shareholder – from £300 a year.


Bank account management

If your company trades in Great Britain but you are not here full-time, you might want to appoint a representative to manage your business bank account in your name, to make payments as and when instructed by you.

We offer this service to business owners – talk to our consultants to discuss full details and costs. Bear in mind that the bank account management service is sometimes included in another service offered by Imperial & Legal, e.g. nominee director.


Certificate of Good Standing

When you are asked to show a company is operational and active in the UK to the authorities in another country, you need to obtain a Certificate of Good Standing. Our specialists will help you request, obtain and legalise such certificate.

Request a Certificate of Good Standing (without apostille) — from £150.


EORI number

If your company trades outside the UK, importing and/or exporting goods across the EU border, you must have an EORI number. You might be required to obtain an EORI number even when you receive small courier packages from outside the EEA.

EORI stands for Economic Operator Registration and Identification. It is 17-digit number directly linked to your company’s VAT number.

Get in touch to obtain an EORI number — from £180.

  • London registered address
  • Online incorporation
  • Package and tailor-made solutions
  • Full business support
  • Professional translation and interpreting services
  • Legal support in various matters
  • Company incorporation in 24 hours

benefits of registering a company in the UK

Types of companies

Choose an incorporation structure depending on your personal preferences and company’s activities. Experienced dedicated team at Imperial & Legal will help you make a right choice, open a company in the UK and support your business.

Private Limited Company (Limited, LTD)

A limited liability company is fully independent of its owners. It is responsible for its own activities, finances and obligations. It can sign contracts and borrow money in its own right. The owners’ liability is limited, i.e. they are only responsible for the company’s debts up to the sum of their investments or guarantee.

A limited liability company must be registered with the Companies House as limited by shares or by guarantee.

The same person can be both an owner and a director of a UK company. Citizenship or residence of shareholders and directors do not matter.

Company limited by shares

It is the most common incorporation type, especially for small and medium-size businesses. It is meant for people who want to make profit and keep excess income for themselves.

Shares received in return for investment determine the percentage of ownership and how much dividends you are paid on distribution. It is also common to reinvest a portion of income back in the company. Every shareholder is financially protected. If the company is unable to pay its bills, owners are only asked to contribute the nominal value of their shares.

Shareholders can appoint other people to manage day-to-day business on their behalf or become directors themselves.

Company limited by guarantee

It is a common choice of incorporation for non-profit organisations or charities.

Companies limited by guarantee are owned by guarantors (there are no shareholders) who do not take out the excess income but usually reinvest it in the business. A guarantor is personally liable to the fixed amount of guarantee. The guaranteed sum must be used to pay company’s bills when not possible otherwise.

Guarantors can become directors to operate the company on a daily basis or appoint other people.


Public Limited Company (PLC)

It is a limited liability company that can trade its shares on a stock exchange; it is not obligatory, however, and the company can be fully owned by private individuals. PLC at the end of a company name generates more prestige, trust and respect.

PLCs can be ready-made or tailored to your needs. Former are fast and easy to set up but might not reflect all your requirements. Latter are produced entirely to your requirements, normally taking just 24 hours to set up.

How to register a PLC

It must have a unique name and issued value of not less than £50,000, of which at least 25% must be paid up for the company to start trading.

There must be two or more shareholders, not less than two directors (one of them must be 16 years of age or older) and a company secretary. Owners can be directors or have somebody else running the business. The owners are only responsible for the company’s debts up to the value of the shares they have bought.

PLC’s financial accounts must be audited and filed with the Companies House to become publicly accessible within 6 months following the end of the financial year. An annual confirmation statement with current details about PLC must also be sent to the Companies House.

What to do after registration

A company secretary must ensure that all statutory requirements are met such as keeping minutes of annual meetings, registering shareholders and directors as well as issuing share certificates.

The Companies House needs to be notified of the accounting date and of any changes in PLC ownership, directors or address. Bookkeeping files and accounts must be always up to date as well as statutory books.

The company must be also registered for PAYE and VAT.

Taxation

PLCs must pay corporation tax on any taxable profits. Net profit can be distributed among shareholders by way of dividends – shareholders will pay tax on dividends while the Company does not need to pay National Insurance contributions. Company directors are usually on the company’s payroll paying tax through PAYE, pay-as-you-go tax automatically deducted from gross earnings.


Limited Liability Partnership (LLP)

This business structure combines features of a traditional partnership and a limited liability company. LLPs are fully independent of its partners and can enter into contractual relationships and own assets, e.g. real estate. At the same time, LLPs don’t have to pay corporation tax; instead, each of their partners must declare income from the LLP.

Partners’ liability is limited by the amount they paid on registration. A partnership agreement is not mandatory but recommended.

Any LLP registered in England or Wales is required to submit its financial accounts at the end of tax year as well as tax returns of its partners to the HMRC. If an LLP operates and receives profit in the UK, partners must pay income tax in the UK.

How to register an LLP

A partnership must have a unique name and not less than two partners who can be either individuals or legal entities. There are no requirements for citizenship/ jurisdiction and residence of partners.

At least two partners or all partners must become Designated Partners. They have legal and criminal responsibility for the corporate reports being correct and in the right order.

LLP tax liabilities

Taxes must be paid by partners and not the partnership itself. If an LLP is not active in the UK and its partners are not UK tax residents, then tax liability exists only in the country of their tax residency.

Moreover, there is no stamp duty on LLP related real estate.


Scottish Limited Partnership (SLP)

This structure is very similar to a limited liability partnership (LLP). SLPs also have a legal identity and are fully independent of its partners which allows them to enter into contracts, get financing and acquire property.

SLPs have two types of partners: general partners who are responsible for management and liable for any debts and obligations of the partnership and limited partners who are only liable up to the amount they have put into the partnership. Limited partners cannot take part in running the SLP.

There is limited amount of information that SLPs are required to report. Unlike limited liability partnerships, SLPs are not required to file annual accounts when there is no activity in the UK

How to register an SLP

A Scottish limited partnership must be registered in Edinburg under a unique name and have a minimum of one general partner and one limited partner – they can be either individuals or legal entities (e.g. a company). There are no requirements for citizenship/ jurisdiction and residency of partners.

A partnership agreement is not mandatory but recommended to set out relationships between general and limited partners.

SLP taxation

SLPs do not pay corporation tax; however, each partner must declare their income received from the SLP. It means that if an SLP is not active in the UK and its partners are not UK tax residents, then partners will have to pay taxes only in the country of their tax residency.

In addition, there is no stamp duty on related properties.

FAQ about opening a company in the UK

How long does it take to register a UK company?

There are many factors that would determine processing time of your incorporation application such as business structure, using an incorporation agent, etc. A limited liability company can be registered within 24 hours while a limited liability partnership can take from 1 to 7 days to be incorporated by the Companies House.


What is the best company structure in the UK for a small business?

A limited liability company (Ltd or Limited) is considered by Imperial & Legal experts to be the best structure for a small-size business trading in the United Kingdom. Here are 5 key reasons why:

  1. Owners’ liability for the company’s obligations is limited to their contribution to the share capital.
  2. Share capital can be as little as £1, though we do recommend having it at £100 or £1,000.
  3. Both natural and legal person can set up a limited company.
  4. There can be as many shareholders as you wish, of any nationality and residence.
  5. Only an individual can be a director of a limited company. If there is one shareholder who is a person, they can be a director at the same time.

What are the benefits of limited liability partnerships?

There are 2 main advantages of setting up a limited liability partnership.

Neither a common limited liability partnership (LLP) nor a Scottish one (SLP) pay corporation tax. Their profit is distributed among partners who then pay income tax on it. The two advantages go like this:

  1. If a partnership trades outside the UK and its partners are not UK tax residents, they pay income tax in the country of their residence.
  2. If a partnership buys or sells residential or commercial properties, there will be no stamp duty charge.

Scottish limited partnerships are not required to file annual accounts to the Companies House if they have been trading outside the UK. However, they must submit tax returns and reports to the HMRC.


What is a dormant company?

A dormant company is a company incorporated by the Companies House but not trading.

It can become dormant immediately after registration. It is a commonly used tool to lock a unique company name for the future use or set up a company prior to entering the UK market.

An existing company can also become fully dormant as a result of business restructuring or personal circumstances of the owner, e.g. a long-term illness.

Use an affordable Standard Package from Imperial & Legal to register a dormant UK company.


What accounts does a dormant company have to file?

If an existing trading company is to become dormant, you must notify the Companies House about upcoming dormancy and file accounts to the HMRC for the part of the year when the company has been active. A dormant company must not have any debtors and outstanding incoming payments and there must be no transaction on its bank account.

In the next accounting period, a dormant company must file dormant accounts to the Companies House and nil tax returns to the HMRC. Besides, make sure that your Confirmation statement has all the required information such as a registered address, SIC codes, details of shareholders and directors, issued shares and where incorporation documents are kept.

The same applies to a company that has been dormant from incorporation including filing nil tax returns to the HMRC at the end of each reporting year.

If there has been a change in shareholding or directors of a dormant company, in the size of its share capital or anything else, you must notify the Companies House as soon as possible. A company secretary can take care of all that.

Need to open a company in the UK?

We have been assisting clients in the UK and abroad to open and run their companies. Get in touch today to start your UK business.

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