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Citizenship guide
Imperial experience

Register UK company

Foreign nationals choose the United Kingdom as their base to start business in the country or in Europe and registering a company here is a logical step. Imperial & Legal provides advice on types of legal entities, their differences and recommends what form of incorporation best suits your needs.

Mainly we offer to register firms in England and Scotland, but upon request we can also incorporate one in Wales and Northern Ireland.

Benefits of opening a company in the UK

United Kingdom is a trust-worthy and prestigious jurisdiction. English regulatory system is transparent and straight-forward.

  • The process is rapid, simple, and it can be done online.
  • Access to the developed infrastructure and government support.
  • Tax benefits, incentives and reliefs.
  • One of the lowest corporation taxes in Europe.
  • Numerous opportunities.
  • Highly qualified labour force.
  • Ease of doing business.

Besides, UK companies offer flexibility when raising new capital, setting up dormant companies and many more. Moreover, the British market is thriving, particularly in construction, finance and banking sector; it gives access to a big pool of customers, partners and suppliers.

Opening a company in England with Imperial & Legal

We offer FREE CONSULTATION on the type of company that best suits your circumstances, full terms and conditions and all the documents required for registration. We are a formation agent in the United Kingdom and our head office can be easily found in central London.

We offer 3 main incorporation packages as well as additional services, such as opening a bank account for a UK company.

Standard

Includes basic services to open a company in the UK.

  • Checking company name for availability and preparing all documents1and forms
  • Sending the file to the registrar
  • Issuing a Certificate of Incorporation and copies of the Articles and Memorandum of Association
  • Registered address for 1 year from the date of registration
  • Company Secretary for 1 year

From £285

Imperial

Ideal option for Tier 1 Entrepreneurs and Sole Representatives.

  • All Standard Plus package services
  • A bank account in the UK5
  • Business address for the UK bank purposes
  • Regular business consultations with our experts
  • VAT registration (when required)
  • Visa support (business visitor visas for 2 people)
  • Renewal every succeeding year — £2,500

First year £3,800

Standard Plus

Get an office in London while being anywhere in the world.

  • All Standard package services
  • Correspondence address in the UK2
  • Phone number in the UK3
  • Mail forwarding service
  • Russian and English-speaking secretary who will take calls, forward them to you, take a message and email you a report
  • Meeting room available to you in London4

From £1,950


1 Standard Resolution of Incorporation and Memorandum and Articles of Association are used. Documents can be tailored upon request.

2 Not a business address for the UK bank purposes

Extra costs may arise for a separate phone line

Extra costs may arise

Please ask our specialists for bank requirements

How to register a UK company

The procedure has been largely streamlined and facilitated. To register a company, you need to complete a form, have memorandum and articles of association, and pay a fee.

Articles of association are used by shareholders, directors and company secretary to determine rules on managing the business. You can write your own articles or use a template. Memorandum of association shows the subscribers’ intention to form a company and become its member when it is formed. It notifies all persons what the company is set up to do and what capital it has to do with.

There are many things to consider when registering a firm in the UK, and if you are not aware of potential issues you may waste your time and money. We strongly recommend having professionals do it for you.

Accounting services

UK companies are required to file financial and tax reports with the Companies House and HMRC. Our experts will prepare and submit your reports, including VAT reports and Payroll.

Please note that financial reports are not included in any of the above packages as we can’t forecast the volume of the reporting you might require. However, our specialists are ready to discuss it with you. Read more about our accounting services.

Professional services

Apart from the services mentioned above you might need special support, e.g. ordering a Certificate of Good Standing from the Companies House, registering changes in the company’s data with the Companies House, apostilling documents.

Company Secretary

We provide a full-scale administrative management of a UK company by a Company Secretary. We strongly recommend using this service though it is not always required. We will make sure your company is not stroked off/ shut down at the most inopportune moment because you have failed to fulfil obligatory administrative requirements regarding company’s activities and reports. Besides, a secretary, by being in the UK, will help you obtain necessary extracts, statements, etc. for your company, make apostil and a lot more.

Basic services of a secretary, such as preparation and filing of the annual Confirmation Statement, are already included in our service packages.

Please contact our specialists if you need one of the following:

  • Prepare tailored incorporation documents (Certificate of Incorporation, Articles and Memorandum of Association)
  • Change a company’s director
  • Add or remove one of the company’s shareholders
  • Make changes in the data on directors and shareholders
  • Increase or decrease authorised capital
  • Change registered address
  • Change sic codes of economic activity, etc.


Nominee Services

Nominee director

It is a common practice in the UK. Usually you would need it when you are in another country and require a nominee director to perform basic administrative functions. It’s worth noting that pursuant to the current legislation the Companies House keeps records of all directors, shareholders and persons with significant control. Based on your requirements, our nominee director can act as a bank account signatory, sign contracts and even participate in meetings, etc. Our nominee directors are UK citizens and residents.

Nominee director costs starting from £700 a year.

Nominee shareholder

Nominee shareholder usually comes along with the nominee director; together they allow you to be outside the UK full-time, even in dealings with banks.

Nominee shareholder costs starting from £250 a year.


Managing a bank account

If you are in the UK all the time and your company has a certain activity here, you might want our specialists to manage your corporate bank account and make payments upon your request in a due and timely manner.

Please contact our specialists for prices. In some cases, this service is included within other services (e.g. nominee director).


Certificate of Good Standing

When you need 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 and obtain such certificate, and apostil it.

Certificate of Good Standing costs starting from £200.


EORI number

If you have an international trading business in the UK and import/export goods through the EU border, you must have an EORI number. It is directly related to your company’s VAT number. EORI number is also quite often required when you need to receive small express deliveries from outside the EU.

EORI number costs starting from £180.

Types of companies

Here is a brief description of main types of companies in the United Kingdom. Imperial & Legal will help you select the correct type, open and maintain a company.

Private limited company

It is responsible for its own activities, finances and obligations. It can sign contracts and borrow money in its own right. A company must be registered with the Companies House as limited by shares or by guarantee.

The owners are only responsible for the company’s debts up to the sum of their investments or guarantee. You can open a company alone, and be its sole proprietor and director, or partner with other people. Citizenship or residence of owners and directors do not matter.

Company limited by shares

It is the most popular type, especially for small to medium 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 the most common choice 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

It is a company that has an option of offering its shares to the public through a listed Stock Exchange. Having PLC at the end gives your company greater prestige 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.

Key requirements for registration of 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. The PLC’s accounts must be audited and filed with the Companies House and become publicly accessible.

Main requirements after registration

The company secretary must ensure that all statutory requirements are met, e.g. keeping minutes of annual meetings, registering shareholders and directors as well as issuing share certificates. Companies House needs to be notified of the accounting date, of any changes in PLC ownership, directors or change of address. Bookkeeping and accounts must be up to date as well as statutory books.

The company must be registered for PAYE and VAT.

Taxation

PLCs have to pay corporation tax on any taxable profits. Shareholders have to pay tax on dividends, but the Company does not need to pay National Insurance contributions. Company directors are usually employees paying tax through PAYE.


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 reports 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 have to pay income tax in the UK.

Key requirements for registration of a partnership

It 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.

Tax Liability

Taxes must be paid by partners. 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 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.

Key requirements for registration of an SLP

It 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. 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.

Tax Liability

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.

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