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.
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.
Basic minimum for UK company registration.
From £350 per annum*
Comprehensive solution for UK-registered companies. Ideal for the Innovator visa.
Year 1 £4500*
Your London office with global access. English-speaking secretary.
from £2500 per annum*
1 The standard Charter is used. It is possible to produce an individual package of documents on request.
2 Does not include a business address for English banking purposes.
3 Extra fees may apply for a dedicated landline.
4 Additional fees may apply.
5 Talk to our experts to discuss your needs.
* VAT may be added.
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.
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:
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.
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.
The cost of a nominee director service from Imperial & Legal is from £2,000 per annum.
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.
The cost of a nominee shareholder service is from £300 per annum.
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.
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.
The cost of obtaining a Certificate of Good Standing without an Apostille is from £150.
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.
The cost of obtaining an EORI number from our specialists is from £180.
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.
Sole trader is a self-employed entrepreneur. In other words, their activities generate more than £1,000 a year and cannot be classed as the work of an employee.
Individual entrepreneurs in the UK are inseparable from their business. The businessman is fully liable for all debts incurred in the course of business activity, i.e. all his assets. The Sole Trader must make social security contributions and pay tax at a progressive rate as an individual.
In Great Britain only those who have the right of permanent residence in the country, i.e. citizens or holders of a residence permit, can run their business as sole traders.
What are the advantages of being a sole trader in the UK? Although Sole Traders are required to document all their transactions, the overall paperwork and reporting is much simpler than in corporate structures.
In addition, English sole traders are often part of government programmes to support small businesses. In certain circumstances, they may be eligible for social benefits.
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.
A company limited by shares is the most common type of company, especially for small and medium-sized businesses. It is designed for people who want to run a profitable business and distribute profits to 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.
This type of company is most commonly used when a not-for-profit company or charitable organisation needs to be registered.
Such companies are owned by guarantors, as they have no shareholders. The owners usually prefer to reinvest the profits made in the business rather than withdraw them for themselves. The personal liability of the guarantor is limited to a fixed amount of money called a guarantee. The sum guaranteed must be paid to the company if the company cannot pay its own bills.
The guarantors appoint themselves or others as directors to manage the company.
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.
The company must have a unique name and a minimum of £50,000 worth of issued shares, of which at least 25% must be paid up for the company to start operating.
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 statements must be audited and filed with the Registry Office for public access within 6 months after the end of the financial year. An annual declaration with the current registration details of the PLC is also sent to the Chamber of Registration.
The company secretary is required to comply with all requirements such as keeping minutes of annual meetings, registering shareholders and directors, issuing share certificates, etc.
The Companies House must be notified of the accounting date and of any changes in ownership, directors or change of address of the PLC. The primary accounting records and accounts, as well as staff records, must always be kept up to date.
The company must be PAYE and VAT registered.
A PLC is obliged to pay corporation tax on all taxable profits. Profits may be distributed to shareholders in the form of dividends, on which shareholders will pay tax, but the company does not have to contribute anything to social security. Company directors are usually on the payroll and pay tax under the PAYE system (tax automatically deducted from their salaries).
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.
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.
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.
This structure is very similar to a Limited Liability Partnership (LLP). An SLP also has a legal identity and is completely independent of its partners, allowing it to enter into contractual relationships, borrow money and own assets such as real estate.
There are two types of partners in an SLP: responsible partners, who are responsible for the management of the SLP and are liable for the debts and obligations of the partnership, and limited partners, whose liability is limited to the value of their investment in the partnership. Limited partners cannot participate in the management of the SLP.
There are few reporting requirements for SLPs. Unlike limited liability partnerships, SLPs do not need to file annual accounts if there is no business in the UK.
Partnership registration takes place at Companies House in Edinburgh under a unique name and with a minimum of one responsible partner and one limited partner – partners can be either individuals or legal entities (e.g. a company). There are no nationality/jurisdiction or country of residence requirements for partners.
It is not obligatory to draw up a partnership agreement, but it is recommended that the terms of joint work between the partners be spelt out.
The SLP does not pay income tax and the tax liability passes to the partners, where each of them must account for their partnership income. Therefore, if the SLP does not carry on business in the UK and the partners are not tax resident in the UK, tax will only be payable by the partners in their country of tax residence.
In addition, Stamp Duty is not normally payable on the entry of a property into or out of a partnership.
A branch is an integral part of a foreign company. All liability for debts incurred as a result of its activities in the UK is borne by the head office abroad. By registering a UK branch at Companies House, an overseas business organisation officially registers its presence in the UK.
Branch prepares and submits an annual report to Companies House, even if it does not carry on business in the UK but carries out market research or promotes the parent company’s products and services.
The standard value added tax in the UK is 20%. A number of product groups are subject to a reduced VAT rate of 5% on sales. Some services and product groups (e.g. socially important goods) are not subject to VAT in the UK,
A company in the UK pays stamp duty when it acquires ownership of securities or property. The amount of this payment varies considerably depending on the area of the country, as well as the parameters of the property being purchased.
Some businesses in Britain pay sectoral taxes. Virtually all companies operating directly within the UK face the need to pay local taxes, payroll tax and monthly social security contributions.
It can be difficult for a foreign entrepreneur to formulate the best tax optimisation strategy for a business in the UK. To find out how to save on taxes by taking advantage of the peculiarities of UK tax and corporate law, make an appointment for a consultation with our experts.
Comprehensive Business Support in the UK: From Setup to Growth
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.
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:
There are 2 key advantages of limited liability partnerships related to the characteristics of these types of companies.
The fact is that neither an ordinary limited partnership (LLP) nor a Scottish limited partnership (SLP) pays tax on profits. The proceeds of their activities are distributed to the partners, who in turn must pay tax to the state on the income received. Hence, there are two advantages of this legal form:
A Scottish limited liability partnership may not have to file an annual return with Companies House if its activities were carried on outside the United Kingdom, but must file tax returns with the Inland Revenue.
A dormant company is a business structure that has been registered with Companies House in the UK but is not carrying on any business.
An organisation 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.
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.
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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