Expanding into the UK – all you need to know when starting a business in the UK

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
  • Partnership

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.

Bank account

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.

Regulations

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.

Tax

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.

Employment

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.

To conclude

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.

4 important steps for setting up a business in the UK

The UK is an exciting location for foreign businesses looking to expand internationally, as it is full of opportunities and business potential. It is however important to be aware of the many rules, obligations and regulations that come with setting up a business in a new marketplace. This article will provide you with an overview of four things to consider when setting up a new business in the UK.

Step 1 – Type of trading entity
One of the first things you must decide when starting a business in the UK is which legal business structure to choose. Below are the main routes into the UK market, and depending on the type of business and your intentions for UK market, different setups will be suitable. In finding the best route to market for your business, it is a good idea to look at the legal differences between the structures as well as any tax or other implications. You may wish to seek specialist advice on the differences between these types of entities, the up and down sides of them, and which entity that suits your business and you intentions of the UK market.

  • Limited company (private or public)
  • Branch office
  • Partnership
  • Sole trader
  • Distributor or agent

You can register your company online, but it is important to make sure you get all the bits and pieces right, and that you are aware of any reporting and filing requirements for the business. If you are unfamiliar with UK business, Companies House and statutory filings, we strongly recommend you seek professional advice and help. Goodwille’s Corporate Legal Department deal with these issues daily, and can advice and support you when setting up the business.

Step 2 – Bank account

In order to make any transactions, you will need to open a UK bank account for your business. Opening a bank account is a lengthy process as banks are required to go through long money laundering requirements to open a corporate bank account, so ensure that you allow time and patience for this. If you have a bank account for your business in your home country, check with your bank to see if they have operations in the UK which in some cases can speed up the process, as it proves some degree of creditworthiness for the business.

If the bank account opening process proves to be longer than anticipated and you need to urgently make transactions, Goodwille can provide a client account that you can temporarily use for transactions while you wait for your account to be opened. Get in touch with our Finance Department for more information.

Step 3 – VAT or not
You may also look to register your company for value-added tax, 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 £85,000 threshold has been agreed to remain for at least two years from 1 April 2018.

The current standard VAT rate in the UK is 20%, which is the rate most businesses will charge. Some goods and services are reduced to a 5% rate and some are exempt from VAT so make sure you know which rates that applies to your business!

Step 4 – Employment
Now that the company, bank account and VAT is sorted, you need to employ people to get the money rolling and the business moving forward. When employing people in the UK for the first time, there are several things you need to bear in mind – whether you are bringing employees from your foreign company or employing in the UK.

  • One basic thing that people may take for granted but that shouldn’t be neglected is that you need to make sure that people you employ are eligible to work in the UK. Make sure they have a UK or EU passport, or that they have a work permit/visa!
  • All workers are covered by the law of the jurisdiction in which they work, meaning that your UK employees will be subject to UK employment law. This means it’s important to make sure that your employment contracts are based on and compliant with UK employment law. The contracts should cover and set out the employee’s duties, responsibilities, rights and employment conditions.
  • You need to register your employees for PAYE (Pay-As-You-Earn, social costs of employment including income tax and National Insurance that you as an employer needs to pay to HMRC) and organise with necessary company insurances.
  • Make sure you offer your employees a pay that is at least National Minimum Wage, and that you offer sufficient benefits to their responsibilities and scope of work. There are benchmarks for salary levels and benefits depending on industry, experience etc. that can be good to use as guidelines to make sure your remuneration package is attractive and reasonable and that you don’t offer “too much” or “too little”.
  • There is a requirement to enrol your employees on a workplace pension scheme. This is called auto-enrolment and as an employer, you must automatically enrol all your employees on a pension scheme three (3) months after the start of their employment. Employees must actively opt-out of the pension scheme if they don’t wish to receive a workplace pension.

We offer HR and People Management support, and can help you sort everything employee-related – from employment contracts to benefits, pension and payroll. Get in touch with our People Management Department if you have any questions.

In summary

All these things might seem straight forward when outlined here, but the truth is – it’s not always as easy as it seems. There are rules, laws and regulations you need to be aware of and make sure you follow to avoid a hefty fine, or even worse – being taken to court.

Goodwille have 20 years of experience helping foreign businesses in the UK, and can support you with everything you need to get your business started. With a track record of helping nearly 2,000 businesses in the UK, we have all the experience and resources you need to succeed with your expansion.

Get in touch with us today if you have any questions about doing business in the UK or if you want more information on the support we can provide to your business.

Your tax obligations when hiring UK employees

The UK tax system works very differently from some other countries. Most UK workers have very little direct interaction with the tax system, instead their employer deducts their taxes from their wages before they even arrive in their bank account. This shifts a great amount of responsibility onto the employer and if you’re not familiar with the regulations it can be easy to slip up. Here are a few of the major things that you should keep in mind when you’re hiring UK employees on pay as you earn (PAYE) tax arrangements.

Income tax and National Insurance

Despite the different names, National Insurance broadly functions as a second form of income tax. It is deducted from all employees who earn over £113 a week (known as the lower earnings limit). These limits are generally raised slightly every year to keep up with growing wages.

Income tax works in a similar way, although there are multiple bands of tax. Very high earners will end up paying 45% tax on all of their income over £150,000. They will also lose the personal allowance that reduces the amount of tax paid by low and medium earners. The system is generally complex and it’s important to get advice from a qualified professional before you start up. HMRC (HM Revenue & Customs) is not known for being forgiving in situations where people have made mistakes.

Other deductions

The other main deduction that you will have to take into account is student loans. If your employees have taken on student finance, then you’re obliged to pay 9% of their salary over a certain threshold to the Student Loans Company. Again, this is a legal obligation and a mistake could cause serious problems for you and your employee.

You’re also required to pay a certain amount of your employee’s wages into a pension scheme and also make your own employer’s contribution. The amount that both you and your employee have to contribute is scheduled to go up over the coming years.

It’s well worth making sure that you’re across your obligations before starting up in the UK. A little time taken can save enormous problems at a later date. Goodwille are experts on the legal and financial obligations when setting up in the UK, and we are here to help your through the maze. Contact one of our team members for advice.

Who need to submit self-assessment tax returns in the UK?

We’re fast approaching the deadline for UK taxpayers to submit their tax returns to HM Revenue and Customs (HMRC) for the 2015/16 financial year. Failure to do so by 31st January will result in an immediate £100 late filing penalty from the tax authority.

For some people doing business in the UK, self-assessment tax returns may be a completely new concept; particularly those new to commerce on these shores. But HMRC is clamping down hard on tax evaders i.e. those who fail to pay the tax they owe to the UK’s Treasury for generating significant revenue in the UK.

Aside from the instant £100 late filing penalty, tax returns filed more than three months late will incur additional fines, leaving many disorganised entrepreneurs significantly out of pocket. In terms of business accountancy, a self-assessment tax return needn’t cause such problems. Providing you can list every single penny of income earnt in the UK during the 2015/16 financial year, it should only take a matter of minutes to file with the guidance of a qualified accountant.

So who is eligible to submit a self-assessment tax return?
You’ll be legally required to file a tax return with HMRC for the 2015/16 financial year if any of the following is applicable to you:

– You regarded yourself as self-employed at any point
– You earned £2,500+ in untaxed income (such as property rental income)
– Your revenue (or your partner’s) exceeded £50,000 and one of you claimed child benefit
– Your investment or savings income amounted to £10,000+ before tax
– You made money from selling shares or a second property and subsequently need to pay Capital Gains Tax
– You benefitted from shares dividends and you’re a higher or additional rate taxpayer
– Your income totalled more than £100,000
– You were a trustee of a trust or registered pension scheme.

If you ticked one or more of the above scenarios, you’ll need to submit a self-assessment tax return for the first time. Those submitting for the first time must enrol for HMRC’s Self Assessment Online Services as soon as possible to give yourself the chance to submit your return ahead of the deadline.

Be aware that it can take up to 10 working days for HMRC to process and activate your account – providing you with a 10-digit Unique Taxpayer Reference (UTR).

If you’ve only been working in the UK a short time and you’re concerned you may not be paying the tax you owe, at Goodwille we can work with you all the way to ensure you’re up-to-date with your tax liabilities every financial year. We understand the UK business climate better than most and you can put your trust in us to tailor our services to meet your business’ accountancy and financial needs.