We Help You Set Up In The UK & Stay Compliant

A full and flexible range of legal and secretarial services to ensure your business complies with all relevant laws, regulations and reporting requirements when moving to the UK.

Corporate Governance
Good To Go

Get It Right From
The Start

If you are looking to enter the UK market, and need a team of Corporate Governance advisors to handle the complex matters around UK compliance, we can help. Our Corporate Governance services comprise a complete solution to support your UK expansion and beyond. Taking care of the most crucial tasks in the lifespan of a company, we do things efficiently and accurately to ensure your company is always legally compliant and primed for success.

Our Corporate Governance team provide an integrated and extensive range of governance, compliance and administration services to our UK and overseas clients. This includes support in respect of the ongoing company secretarial obligations required to be fulfilled by companies but also advice and assistance in relation to complex and out of the ordinary transactions.

We have a broad client base ranging from start-up companies to listed and regulated public limited companies and we advise them on all aspects of UK corporate governance, compliance and administration. 

Our Corporate

Governance Services

Our Governance Team provides a complete range of company secretarial services to in excess of 300 companies, varying from small private companies to PLC’s and from stand-alone companies to large groups. 

Start-up services

  • Company formations
  • Registering non-UK companies with a place of business / branch in UK

Statutory and Regulatory Compliance

  • Provision of named Company Secretary – you can opt to nominate Goodwille as your Company Secretary to ensure your UK operation runs smoothly and efficiently and that adequate measures are put in place so that the company fulfils their statutory obligations
  • Providing a registered office facility 
  • Establishing and maintaining Company’s Statutory Registers (Register of Directors and Secretaries, Register of Members, Register of Mortgage and Charges, Register of Conflict, PSC Registers etc.) electronically on our on-site database and providing printed Reports / Registers upon request
  • Maintenance of Company’s Minute Books
  • Preparing documentation and resolution necessary to convene, hold and minute the Annual General Meeting and to approve the Annual Financial Statements
  • Preparing Minutes and Resolutions
  • Assisting foreign client companies to comply with their obligations where they establish a branch registration in UK
  • Preparing and filing of all statutory forms at Companies House

Board Meeting Services

  • Scheduling and organising board meeting
  • Collating and distributing board packs 
  • Providing technological solutions to facilitate the holding of board meeting 
  • Attending board meeting and drafting and agreeing the minutes of those meetings

Other Services

  • Induction and ongoing Training of new Directors / Non-Executive Directors
  • Governance Health Check Analysis and preparation of Report
  • Completing Rectification Work as required
  • Drafting Power of Attorneys and keeping a register of them
  • Drafting the Delegated Authority Matrix 
  • Assisting with the procurement of insurances
  • Changes in directors / secretaries / registered office or company name 
  • Changes in share capital, transfers and allotments of shares, redemption of shares and share buybacks
  • Re-registration from one company type to another 
  • Advice and assistance in connection with the declaration of dividends
  • Arranging notarisation and /or apostilisation of documents
  • Voluntary strike off applications and advice in respect of liquidations
  • Company Restoration where a company has been recently struck off

Regardless of your size, industry or jurisdiction, at Goodwille, we have the knowledge to offer clear and practical advice for all of your legal needs. 

 

Let Us Review, So You
Have Peace Of Mind

If you have already incorporated your UK entity, then you should consider joining hundreds of others who entrust Goodwille to take care of their ongoing compliance.

As many of our clients’ Directors are often based internationally, they see value in appointing Goodwille as the Company Secretary to ensure compliance with statutory and regulatory requirements.

Don’t Just Take Our
Word For It

“Goodwille has been our Company Secretary for the last 20 years supporting the Stifel Financial Group with our UK board governance and regulatory needs. We have found that Goodwille brings an independent point of view.”

Kieran Rayani, Stifel Nicolaus Europe

Company Closure

Company Closure

If a business closes down or dissolves for whatever reason, there will need to be a company closure process. This ensures that everything associated with the business is legally shut down with minimal disruption to your stakeholders. 

Licenses & Schemes

Licenses & Schemes

The Enterprise Investment Scheme is a strategy which helps businesses apply to raise more money to expand in their selected marketplace. Goodwille can assist in applying to register with the scheme.

Insurances

Insurances

Business insurance is essential to hold in the country you are both based in and operating within. Depending on the nature of the business there may be more than one type of insurance required. Partnering with experts with links to insurers can help you to get ahead.

Data Protection

Data Protection

Since GDPR came into force in 2018 in the EU, there is stringent data protection legislation in place throughout the UK. Employing this legislation in your business is essential to success, ensuring you abide by the legislation. Implementing the regulation is a complex process and requires a great deal of depth and understanding which can be provided by a data protection officer.

Health and Safety

Health and Safety

Whatever the nature of the business you operate in the UK, you’ll need to ensure you have a level of health and safety, relevant for your operations. Goodwille undertake full health and safety audits and annual checks to ensure compliance with legislation.

Commercial Agreements

Commercial Agreements

Legal and commercial agreements are necessary when expanding to a different country as laws slightly differ for each legislative state in the EU. Depending on the industry and the nature of the business that is operating, the commercial agreement will differ too.

Bank Accounts

Bank Accounts

Setting up and opening a UK bank account can be a minefield when you are headquartered in another country, but also operating in the UK. Using a specialist outsourcing company with partnerships across the UK can help your business to succeed faster and more efficiently.

HMRC Registrations

HMRC Registrations

For any business to operate in the UK, whether it be a subsidiary, establishment or an entity based overseas, if you have employees or a taxable turnover upwards of £85,000 you will need to register with HMRC.

Employee Share Schemes

Employee Share Schemes UK

Many companies operate an employment-related securities (ERS) scheme and shares scheme to allow them to issue shares to employees. There are a number of legal requirements in which you’ll need to follow when going through this process. 

Company Secretary

Company Secretary

Nominating a company secretary can help with running your business abroad, providing advice and support as your business expands and operates. They can provide and take responsibility for legal matters.

Subsidiary and Branch Registration

Subsidiary & Branch Registration

There are different ways to register your business in the UK. Incorporating a company in the UK will mean that the company is officially set up as a UK entity, despite its origin in another country. Re-registering is the process of changing a company status, whereas setting up a branch means that the company is still headquartered in its native country.

Clients We Have Helped With Corporate Governance

  • Lindex logo overlayed high street shop
    Lindex
    anemptytextlline
    One of Europe’s leading fashion chains with 5,000 employees and nearly 500 stores. Established in 18 countries with a strong presence across the Nordics. For over half a century they have been making quality women’s wear. They’re now in London – good news!
    Read Case Study
  • Episurf white logo overlayed on an image of a leg being bandaged up
    Episurf Medical
    anemptytextlline
    Stockholm based Medtech company Episurf Medical entered the UK to revolutionise knee replacement surgery with their innovative, clinically effective and cost efficient Swedish designed product.
    Read Case Study
  • Statkraft sea wind turbines with logo overlayed
    Statkraft
    anemptytextlline
    Norwegian State owned, Europe’s largest renewable energy supplier employs 3,400 staff in 20 countries. Goodwille helped set up and advises on HR compliance with UK laws and regulations. It’s good to get it right!
    Read Case Study

Corporate Governance FAQ’s

Can I open a UK company if I am not a UK resident?

Yes. You do not need to be a UK resident to have a UK Ltd company, but you do need a UK address. Goodwille can provide you with a registered office service.

Should I open a Ltd Company or register a Branch?

When deciding whether to establish a Ltd company or a register a UK, there are many factors to consider. Read our blog post on “Ltd Company V UK Branch” to find out more, or ask one of our Legal advisors for help

What is a Company Secretary?

In the UK, the company secretary has a vital role in ensuring the company complies with all Laws and Regulations.  The company secretary is considered an officer of the company and shares many legal duties with the company directors, as well as some special ones accorded too them personally. The company secretary should assist and guide the directors in their pursuit of the company’s aims but should also act with integrity and independence to protect the interests of the company, and through its shareholders, its employees and other stakeholders. The company secretary should take a pro-active and central role in the governance of the company. A Company Secretary advises on governance, attends board meetings and drafts corporate documents and agreements legal documentation amongst other administrative duties. This ensures compliance with all legal requirements and a smooth day to day operation, allowing you to concentrate on your core business, with peace of mind. 

These are not things best left to chance – especially when establishing a company in the UK for the first time or ensuring the company stays compliant thereafter. Outsourcing company secretarial services is the fastest, most cost effective and surest way to get it right from the start and ensuring ongoing compliance. 

Do I need to register for VAT & how long does it take?

If your VAT taxable turnover exceeds £85,000 in any 12 month period you have to register for VAT. The process can take up to 12 weeks. Ask us if you need help.

What are the requirements for share capital when starting a company?

UK share capital can be as low as 1 share at £1 for UK Ltd companies.

What do I need in order to open a business bank account in the UK, and how long will it take?

Read our blog post on how to open a UK business bank account,  but be prepared for a long and drawn out process. If you need help, you can ask our Corporate Legal team.

Eamon Roche

Meet our Head of Corporate Governance

Eamon Roche – FCIS (FCG)

Eamon Roche is Company Secretary and leading the Governance Department. He is motivated, commercially minded, and a dedicated qualified Chartered Secretary. He has extensive experience in all aspects of company secretarial work gained from a diverse and rewarding career in both the UK and Ireland.

Eamon has strong communication skills and is excellent at building relationships at all levels. He is able to manage changing and conflicting priorities on a daily basis whilst ensuring attention to quality and detail.

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