The UK has been ranked the best location for international businesses looking to expand internationally. Starting a business in the UK as a foreigner can be challenging, but with right set of tools and knowledge, it’s a good place to go for when looking for overseas business opportunities. The global environment, ease of doing business and strong market potential are of interest for overseas companies.
When an international company sets up in the UK, there are a number of registration requirements, regulations and obligations that need to be taken into account. This article highlights the most important things to consider when expanding your business into the UK.
Legal structures for market entry
When setting up in the UK, there are several legal structures to choose from. Depending on your type of business, where you are based and whether you have people on board or not, you may choose amongst many options available. The most common ones are listed below.
- Limited liability company
- Branch office
- Limited liability partnership
- Sole trader
Limited liability companies (LTD) are the most common form of business entity in the UK. An LTD is a separate legal entity, owned by shareholders and managed by directors. The profits of a limited company are liable for corporation tax and they are distinct from any tax on the income of the persons who own or run the company. Setting up an LTD company in the UK is a well-recognised structure that is quick and cost-effective to complete. However, a UK law places a number of legal obligations and reporting requirements, which can be time-consuming and complicated.
Another usual method for foreign company is to establish a branch office. As opposed to an LTD, a branch office is not a legal entity from the head office company. However, setting up a UK branch requires Companies House registration and registration with HMRC for direct tax, VAT (Value Added Tax), PAYE (Pay-As-You-Earn) / NIC (National Insurance Contributions) as appropriate. Full responsibility for the operations, debts and liabilities of the UK branch lie on the overseas parent company.
Limited liability partnerships (LLPs) are increasingly used as a tax efficient vehicle for international companies setting up in the UK. An LLP can be formed by two or more people and need to be a lawful, commercial venture that is operating for profit. An LLP is flexible solution particularly when distributing capital and profits, and correctly structured won’t be subject to UK tax. However, a public disclosure is required and the profit can’t be retained in the same way as in LTDs.
Sole trader business is most commonly used when setting up a small business in the UK. It’s the simplest way for a person to trade alone as a self-employed individual without forming a company. Sole trader is easy to set-up and doesn’t require filing information publicly. However, the individual is personally liable for any debts the business might have.
In a partnership, you and your partner(s) personally share responsibility for the business. Partners share the business’ profits and each partner pays tax on their share. A partner can be any ‘legal person’, such as a Limited Company. Partnerships are generally easy to form, manage and run, and partners are able to share the liabilities of the business. However, the financial risk might be high (even if the responsibility is shared) and disagreements between partners are possible. Also, partners must pay tax in the same way as sole traders by submitting a Self Assessment tax return each year.
Get in touch with Goodwille’s Legal Department to get more information on the most suitable legal structure for your business.
Set-up and registration
A newly incorporated company can be typically registered with the Companies House in 48 hours once all documents are completed. A UK company must register for corporation tax with HMRC, within three months of starting to trade. The paperwork for registration is not too extensive, however, certain statutory documents are required.
In order to make any transactions, you’ll need to open a UK bank account for your business. Opening a bank account is a time-consuming process as banks need to go through complicated money laundering requirements to ensure your company is credible for a corporate bank account. Therefore, prepare to have time and patience for this stage, it can easily take up to three months or more to complete.
Check if your bank in the company’s home country has any operations in the UK. In some cases, this might speed up the process, as it may prove some creditworthiness for the business.
If the bank account opening process proves to be longer than excepted, Goodwille can provide a client account which can be used temporarily to make transactions while you wait for your bank account to be opened. Get in touch with our Finance Department to get more information.
Starting a business in the UK as a foreigner is a journey full of new opportunities as well as responsibilities. The regulatory system in the UK is very open and transparent, making it easy to do business. In general, the UK aims to minimise bureaucracy and deregulate marketplaces in order to allow companies to develop and expand. However, there are very strict regulations in place that a company needs to be aware of (e.g. with regards to employment, industrial emissions, pollution monitoring and control, and waste disposal). Make sure you are aware of the regulations that directly or indirectly affect your business!
All businesses operating in the UK are subject to the UK law, and every company registered in the UK must have a registered address in the UK. For limited companies, financial transparency is required and annual audited reports must be submitted to the Registry of Britain (Companies House).
In order to keep the business legally running, a UK company must file annual financial statements with Companies House within nine months of the end of an accounting period. Also, an Annual Return must be filed with Companies House every 12 months (within 28 days of the anniversary of incorporation).
To get all the details in order and prepare for the regulatory areas, you should look for specialist advice. Contact Goodwille’s Corporate Legal Department today if you have any questions regarding regulations or your business’ obligations in the UK.
Foreign businesses looking at overseas business opportunities in the UK will find a competitive and business-friendly tax regime. Companies need to consider their exposure to UK taxation, including corporate income tax, value-added tax (VAT) and employment taxes. Companies that are incorporated in the UK, or foreign companies with central management and control in the UK, are subject to a tax prevailing rates on their worldwide income including ordinary income and capital gains.
Companies may become subject to UK taxation in a number of ways, such as
- Establishing a formal taxable presence in the UK (via a subsidiary company or permanent establishment).
- Registering a company for VAT in the UK. Companies must be registered for VAT if their taxable turnover for any 12 months period is £85,000 or over. The current standard VAT rate in the UK is 20%, which is the rate used by most of the businesses.
- Suffering UK withholding tax at 20% on interest or a royalty income received from a UK resident company.
It’s important to remember that a foreign business operating in the UK doesn’t necessarily create a taxable presence in the UK. In order to be subject to the UK corporation income taxation, an overseas business needs to be trading in the UK through a permanent establishment.
When employing people in the UK, you need to be aware of several regulations within UK employment law. To start with, make sure your employees have the right to work in the UK (that they hold a valid UK/EU passport or work permit/visa) and see if they have a NIN (National Insurance Number) for the deduction of taxes. Also, remember to follow the guidelines for UK employment contracts and provide these within 8 weeks of starting the employment.
In addition, you need to register you employees into PAYE (Pay-As-You-Earn: social costs of employment including income tax and National Insurance that you as employer needs to pay to HMRC), and organise with company insurances as appropriate. Every employer in the UK must also enrol their employees into the workplace’s pension scheme within three months after the start of the employment.
In terms of the compensation, you must ensure the employees are paid at least according to the National Minimum Wage in the UK. As the recruitment market in the UK is highly competitive, also make sure your remuneration package is attractive enough and fits into the scope of the role.
If you are recruiting in the UK, you may want to turn to specialists who can help you with all the employer regulations and responsibilities you need to consider in the UK. Goodwille’s Human Resource Department deals with these issues daily and are happy to help if you have any questions along your recruitment process. When you are a small business setting up in the UK and not having the same resources than your larger competitors, you may want to invest in professional advice to make the people management processes more effective.
UK’s highly potential market provides great opportunities for growing your business, however starting up a business in the UK is a challenging process full of regulations and liabilities. In order to get the set-up processes and ongoing compliance right, it’s good to turn to professionals who are able to provide you with advice and all the necessary help you need to get your business operations up and running according to UK regulations.
If you are a foreign-owned business looking to expand into the UK, Goodwille can help you to get the inside track. We have been helping Nordic businesses to expand in the UK for 20 years, and are experienced in legal, finance, HR and payroll services in the UK. With a track record of supporting almost 2,000 businesses in the UK, we have extensive experience to help you grow your business. Get in touch with us today, if you are planning to expand to the UK or have any questions regarding the UK market.
Useful contacts for your business
When expanding your business to the UK, there are many organisations you may find useful.
Networking-wise, it’s good to get know your local chamber of commerce and see if their network is worth accessing. For example, Finnish-British Chamber of Commerce and Swedish Chamber of Commerce provide good opportunities for professional networking.
Also, when developing your strategy for the new market, Department of International Trade (DIT) provides free advisory and supports companies with their UK strategy and planning.