HMRC announcement on EMI options

HMRC have announced that the EU State Aid approval for the EMI scheme expires on the 6th April 2018.

The UK Government has applied to the European Commission, but it is has now been made apparent that it will lapse before new approval is obtained. HMRC considers that the State Aid approval applies to the granting of share options and therefore that share options granted up to and including 6 April 2018 won’t be affected by this lapse in approval. HMRC will, up until the 6th April 2018, continue to apply its current guidance & practice in relation to employment-related securities options validly granted as EMI share options.

Therefore:

  1. EMI share options granted between the period of the 7th April through until the new EU State Aid approval may not be eligible for the previous tax advantages.
  2. Organisations may wish to consider delaying the grant of EMI options until the EU State Aid approval is obtained.

For more information on how this may impact your existing EMI scheme do not hesitate to contact our Corporate Legal department.

We’re recruiting – Corporate Legal Controller

Goodwille is a forward-thinking, ambitious company dedicated to providing foreign businesses with the professional services required to establish themselves and flourish in the UK. These include Corporate Legal, Finance, People Management, Payroll & Virtual Offices.

We are currently looking for an experienced Corporate Legal Controller, preferably fluent in a Nordic language, to join our Corporate Legal team in London and provide company secretarial and legal advice and services to a range of international and UK clients. While you will primarily work with the Corporate Legal team, all our departments are integrated and you will also find yourself liaising with other departments, such as HR, Finance and Payroll departments on a regular basis, and attending frequent team, company and client meetings.

You will be responsible for
• a portfolio of existing and new clients; being the main point of contact for and managing the corporate legal services for these
• managing and supporting existing client accounts, including maintaining statutory records and registers, taking board minutes, striking off/liquidation etc.
• managing new client accounts, including company incorporation, VAT registration, opening bank accounts, insurances, data protection, health and safety etc.
• ensuring timely filings to Companies House, HMRC and other agencies
• reviewing statutory books as part of company health checks and annual statutory audit
• special client projects

We believe that applicants have good knowledge and experience of company secretarial work, and preferably experience working in an international environment and/or handling employees and operations in different countries.

In joining us, you will become part of a modern, forward-thinking and inclusive organisation, capable of offering a stimulating environment working with a diverse range of client companies and corporate legal issues.

This is your chance to join #teamgoodwille – check us out on Instagram. When you join Goodwille you get access to a whole range of employee benefits, all designed to ensure an enjoyable work/life balance. Some benefits for all employees include:

• Office fruit every week
• Employee perks, rewards & benefits including discounts on supermarkets (Sainsbury’s, Tesco etc.) high street stores (Topshop, John Lewis etc.) & gyms.
• Complimentary phone insurance, as we know how important it is to stay connected
• Access to the well-being & lifestyle platform, including eating advice, exercise routines and yoga videos
• Generous social budget, for team lunches, parties or for you to hang out with colleagues.

Job type: Permanent, full time
Location: Kensington, West London
Salary: Depending on experience/skill set

If you like the sound of this vacancy and all the features and benefits you get by being part of a team like Goodwille, then please contact vidou.motee@goodwille.com.
www.goodwille.com

Freedom of Establishment – Corporate Mobility

Often labelled as “passporting”, Corporate Mobility means that once a company is established in one EU member state, others will need to recognise it as validly established legal entity. As a result, an established company can sell goods or services to other EU countries, in principle without needing to establish a branch or subsidiary there.  In some instances, member states’ tax rules will still require establishment of a local entity. An example here is the UK legal obligation to form a “UK establishment” (subsidiary or branch) when certain criteria are met. Several questions come to mind in relation to the future of this freedom…

Will you need to establish an entity in the UK to run operations smoothly?
If you have a UK Branch, should you form a subsidiary to strengthen your UK base?

Answers to these questions will vary depending on where your company is based, as well as what Brexit scenario the future holds – will there be a “hard Brexit” or not, how long is the transition period, will Mrs May negotiate a solution for corporate mobility?

To illustrate the background: Most continental EU jurisdictions (e.g. France, Germany) adopt the “Real Seat Theory”. This means the company will follow the company law where it has its real seat, being the location of the company’s centre of management or central administration. The second theory, called “Legal Seat Doctrine” (adopted, for example, in England), the applicable company law is determined by the jurisdiction where the company is incorporated.

This means that a UK established company, whether or not it is a foreign subsidiary or not, will retain its legal status in the UK irrespective of the Brexit model applied. Depending on business carried out in other EU member states, your UK established company may need to explore whether you should set up an entity in another EU country if you do not currently have such an entity. This will be particularly relevant for companies registered in one of the UK jurisdictions but having their central administration in a “Real Seat Country”.  Those types of businesses may risk to be regarded as unincorporated associations following Brexit, thus potentially losing their status as legal entity in those other member states.

On the flip side, if you are currently operating an entity outside the UK and are carrying out regular business with the UK, you may not have the benefit of being regarded as legal entity in the UK. Depending on your exposure to the UK market and business plans, you may wish to consider setting up a UK Limited company to strengthen your base. Whilst it is not possible to advice on what precisely will happen, we have seen this used as a contingency approach during less certain times.

Watch this space for a detailed analysis on any indications we have seen so far on how the UK is looking to fare with your Corporate Mobility!

 

 

If you have any questions about Corporate Mobility,
get in touch with Tessa Schrempf,
Corporate Legal Controller at Goodwille.
tessa.schrempf@goodwille.com


This update is for general guidance only. Specific legal advice should be obtained in all cases. This material is the copyright of Goodwille Limited (unless otherwise stipulated) and is not to be reproduced in whole or in part without prior written consent.

Free Movement of Goods

The free movement of goods is one of the cornerstones of EU law and business. It essentially is a two-sided coin, and provides for tariff‑free access to the single market and the elimination of non‑tariff barriers such as product regulation and approvals.

The issue concerning the status of UK rules vis-à-vis laws pertaining to the movement of goods and services, as well as changes to the VAT system, increasingly captivates our interest day by day. As the UK hopes to achieve a bespoke agreement, the British government will seek to maintain the closest relationship with the EU and, as UK Prime Minister Theresa May was heard saying during her Florence speech, a frictionless trade agreement between the bloc and the UK. The Draft Withdrawal Agreement published on 19th March 2018 supports this approach. One of the clauses both parties have agreed on stipulates that any good that was lawfully placed on the EU or UK market before 31st December 2020 should be able to continue to circulate freely until reaching the end-user. The existing rules on free movement of goods will largely remain in force during the Transition Period, with some applicable exceptions.

These developments are at least an interim departure from Mrs May’s ruling out of remaining in the single market or customs union. It remains to be seen how the post-Transition Period deals with the matter of freedom of goods, but future developments do not necessarily threaten frictionless EU-UK trade. UK industries and their respective sectors are highly integrated with the single market; the Office of National Statistics (ONS) state that over 59% of UK imports are of EU origin, whilst 48% of UK exports end up within the community.

It would not be in Britain’s interest to lose free-trade access to the EU, as the UK would lose access to countries with which the EU and European Economic Area (EEA) have also been negotiating free trade agreements. Moreover, a weakened Pound Sterling at the outset of the June 2016 Referendum, has seen demand for UK-built goods abroad increase, as exports became cheaper, and tourism saw improvement, where visiting the UK became more affordable. There is scope to protect frictionless trade in goods and services and to secure proper VAT processes following Brexit.

VAT and the flow of goods and services are symbiotic, and they will adhere too much of PM May’s rhetoric concerning the maintenance of seamless trade with the EU – predictability. Voices that declare that Brexit means “taking back control” are purported, as past decisions made by the European Court of Justice will be influential in the continued interpretation of VAT law in British law. The EU VAT Directive have been soaked up by British courts, and this is another signal that the path Britain is taking concerning goods, services and VAT will be governed by the virtues our company seeks to aspire to: predictability and reliability.

Additionally, issues concerning the future of services or goods do not seem to be so challenging at this stage, many self-accounting rules for VAT on services bought from the EU will remain broadly unchanged and there could be further opportunities; especially if one considers that EC Sales List declarations may not need to be completed. This suggests an orderly process of transposition and transition in a post-EU UK as being the name of the game.

In areas concerning the exchange and freedom of movement concerning technologies, the UK seeks to maintain its position as a leading provider and market for hi-tech industries. Upon reading the UK’s Industrial Strategy Paper in November, the UK seeks to increase innovation by raising total research and development investment to 2.4% of GDP by 2027. Over £1 Billion will be invested to boost Britain’s digital infrastructure, £176million for 5G and £200million invested to foster full-fibre networks in the UK. Equally important is the UK’s drive to invest £20 billion into innovative and high potential businesses.

 

 

If you have any questions about Free Movement of Goods,
get in touch with Alexander Goodwille,
CEO at Goodwille. 

alexander.goodwille@goodwille.com

 


This update is for general guidance only. Specific legal advice should be obtained in all cases. This material is the copyright of Goodwille Limited (unless otherwise stipulated) and is not to be reproduced in whole or in part without prior written consent.

Our guide to become GDPR compliant

As advisors supporting businesses in the UK, we would like to inform you of the new Data Protection legislation, the EU General Data Protection Regulation (GDPR), and its related implications for your business. We want to ensure that you are aware of the new legislation, what measures your company have to take in order to comply with the regulation, and how Goodwille can assist you in becoming GDPR compliant. This guide provides an overview of the new regulation, and what you can do to ensure you and your business are prepared for the changes to existing legislation.

The GDPR is enforced on 25 May 2018, replacing the existing EU Data Protection Directive. The regulation significantly increases the obligations and responsibilities for businesses in how they gather, use and protect personal data. At the same time it strengthens European citizens’ data privacy and right to access their personal data by setting out additional and more clearly defined rights for individuals whose personal data is stored by businesses.

Below are some of the main considerations on how to prepare to become a GDPR compliant organisation:

Identify problem areas in your business by reviewing and enhancing your organisation’s risk processes

This can be done by making an inventory of all personal data the business holds, why the business holds it, if it is still needed, and if the data is safely stored.

Communicate with your clients and employees

You will need to ensure that your clients and employees are fully informed about how their data is used and that your company has procedures in place cover all the rights individuals are entitled to, e.g. the right to access their data or have it erased from your systems.

Data subject access request

Every individual has the right to make a data subject access request. This means that the individual has the right to obtain all the personal information your company stores about the individual within one month from the date the request was made. You will need to ensure that you have measures in place to deal with any such request within one month’s time.

Consent to store individuals’ data

An individual’s expressed consent has to be freely given for a company to be allowed to gather and store any personal data. Note that an individual cannot be forced into consent or be unaware that they are consenting to their data being stored e.g. through pre-ticked boxes, but the consent has to be actively given by the individual.

It is essential that your business is mindful of data privacy in all ongoing and future projects, as you will face heavy fines if not. The GDPR is based on the one stop shop mechanism signifying that organisations engaged in cross-border processing of personal data will deal with a single lead supervisory authority. Your company’s lead supervisory authority will be the authority of the country in which your business has its main establishment.

To ensure that your business is compliant before 25 May, it’s time to put a GDPR policy in place or draft board minutes to show that your company is working towards becoming GDPR compliant. Goodwille are happy to provide you with further guidance on the GDPR, help set up a company policy or draft board minutes containing information on how your company is working towards complying with the regulation. Get in touch with our Corporate Legal team today for assistance or if you have any questions. This article also provides a good foundation for understanding the GDPR and its implications for your business.

 

Do you need insurance for your UK office opening social event?

Do you need insurance for your UK office opening social event?

Many small UK businesses host informal parties for their staff and clients during the festive season and to celebrate special promotions and events during the year. However, did you know that your new business premises in the United Kingdom may not be covered for such events under your existing business insurance?

Your liability if you serve alcohol to your visitors or employees

If you decide to serve alcohol in your office, you could be held liable for any booze-related incidents. In fact, in the UK you could find yourself on the wrong end of a law suit if any of the following incidents are deemed to have occurred because those involved had consumed alcohol at your party:

• damage to property
• bodily harm
• sexual assault or harassment
• underage alcohol consumption
• drink-driving related accidents

How can alcohol liability insurance protect your business?

Even if the extent of your alcohol serving merely entails a bottle of mulled wine and a few beers in the office after work on Christmas Eve, you must have a Liquor Liability Insurance policy in place.

Your policy will cover any claims made by guests who were injured or who had items of property damaged by other attendees who were intoxicated. This cover also includes legal fees and covers any damages that may be sought and awarded. Although your standard business insurance policy won’t cover alcohol-related incidents, you can generally have it updated to include Liquor Liability Insurance as an additional endorsement.

Another method of getting Liquor Liability cover is to take out a stand-alone special event insurance policy. This may work out slightly more expensive than an endorsement to your existing UK business insurance policy, so have a chat with a good financial adviser to explore both options so that you secure the best deal for your circumstances.

It’s worth noting that, even if you only serve someone one drink at your office bash, you could still be liable for incidents that occur if they go on to paint the town red subsequently. Liquor Liability Insurance will cover you for such eventualities.

In conclusion

If you’re planning on serving your staff or clients with alcohol at an informal social event on your new UK business premises, you must consider taking out Liquor Liability Insurance cover. The extra premium will be a small price to pay for your peace of mind.

For more advice on local law when setting up a UK office, contact the team at Goodwille.

Understanding incorporation in the UK – is it right for you?

Expanding your business into the UK can be an exciting prospect, but one with many things to consider. The UK offers a number of different business structures under the law, each offering unique benefits. This post looks at starting a company in the UK – specifically the features of incorporation.

Set up a UK company

If you are looking to set up business in the UK, it is important to ensure your business is structured in a way that allows you to most effectively meet your business goals. Private limited companies are overwhelmingly popular in the UK as a result of the many benefits they offer owners. Private limited companies are among one of the simplest and quickest structures to set up, but there are specific legal requirements that must be adhered to. Incorporation of a UK company can take as little as a few days, and all you need to do is identify a head office, choose the directors and determine what kind of business you are (if you have not done so already). The simplicity of incorporation in the UK removes any delays in starting your business, saving you time and money.

Benefits of incorporation

When you set up a UK company, you will benefit from limited liability. This means that you will be protected, to an extent, from company costs and liabilities. Incorporating a company creates a new legal entity with what is known as ‘legal personality’ – this means the company itself is held accountable for its actions, can enter into contracts and can hire employees, among other things. Owners of the company are not party to these contracts and therefore not directly accountable. Those who set up a company in the UK normally take shares in that company and become shareholders. Shareholders may only be held liable for the debts of the company, up to the amount of their shareholding. This is in contrast to a partnership where the partners may be held liable for all the debts of the company – both jointly and severally.

Making the decision to incorporate in the UK is an important one, and there are many factors to consider. Whilst the process is relatively straightforward with Goodwilles support, there are certain legal issues that are essential to ensure your company is set up correctly and properly registered. If you require advice or assistance to set up a UK company, contact us today.