Our aim with this publicatuon is to give you a basic understanding of the statutory framework of UK businesses to enable you to formulate a strategic plan to establishing a successful UK organisation.
GUIDE TO SETTING UP A
BUSINESS IN THE UK
?Artaius offers an excellent menu of services and
are ?exible in the way they work with us. They?re
approachable and easy to talk to and keep us
informed of everything they do.?
Mike McDonnell, Con?gure One
GUIDE TO SETTING UP A BUSINESS IN THE UK
CHOOSE THE RIGHT TRADING ENTITY 02
THE TAX REGIME 05
EMPLOYMENT MATTERS AND PERSONAL TAXATION 09
BANKING ARRANGEMENTS 12
SEEK PROFESSIONAL ADVICE 12
ABOUT ARTAIUS 13
This guide is intended to assist overseas entrepreneurs who wish to
set up a business in the UK. There are many reasons why the UK is an
ideal location in which to trade.
You may want to test the market Our aim here is to give you a basic Some aspects of setting up in the
or use the UK as a stepping understanding of the statutory UK may seem daunting, but we
stone to trade in Europe. The UK framework of UK businesses, the can simplify the process for you.
itself offers a home market of tax situation, direct and indirect, This guide should serve as a good
approximately 61 million and the and knowledge of employment starting point. But it cannot replace
European Union?s (EU) population issues, to enable you to formulate a face to face meeting with us,
is in the region of 380 million. a strategic plan to establish a where we will be only too happy
Establishing your organisation in successful UK organisation. to discuss your plans and advise
the UK will be signi?cantly easier on your speci?c situation, on a no
than elsewhere in Europe. An outsource specialist such as obligation basis.
Artaius is a one stop shop for
Depending on the location and incoming investors to the UK.
type of business, there are We have the specialists to ensure Melanie Troiano FCCA
attractive grants and incentives to that the administration and all Client Relationship Director
encourage foreign companies to the back-of?ce tasks are well set Artaius Limited
set up in the UK. Artaius can help up and run smoothly, allowing
you take advantage of all such your management team to Telephone: +44 (0)1438 758100
bene?ts for overseas businesses concentrate on running and Fax: +44 (0)1438 847150
and individuals coming to the UK. expanding your business. Email: email@example.com
The UK is multi-cultural and
welcomes outsiders. Other bonuses
are that it lies in the central time
zone between the USA and the
East, and has good communication
links to the rest of Europe.
01 ARTAIUS ADVISES
CHOOSE THE RIGHT TRADING ENTITY
?It is important to choose the right trading entity... it has implications on the
tax you pay and the requirements for ?ling accounts.?
Forming a company in the UK is Types of Trading Entity not be liable for any unpaid debts of its UK
straightforward, but it is important to select subsidiary. Liability is limited to the amount
the right entity through which to do business; The four different types of company and their the members have agreed to contribute to the
it has implications on the tax situation. (This relative advantages and disadvantages are: company?s assets if it is wound up.
is considered in more detail on page 5 where
we deal with the UK tax regime). Private Company Limited by Shares (Ltd): The minimum requirement to register a limited
company is one shareholder, owning one
There are regulations regarding the use of A limited company is a separate legal entity, share with any nominal value, and one director.
business names which cannot be the same as, even if it has a parent company. Membership However, there may be as many directors and
or too similar to, an existing company?s name. is created by the issue of share capital. shareholders as required, none of whom have
The company may be ?stand alone? (with to be resident in the UK.
Setting up a business presence in the UK shares owned by individuals) or it may be
immediately brings accounting and ?ling a ?subsidiary? with shares owned by the Continues overleaf...
requirements as well as the obligation to parent company.
register for taxes. This section highlights the
main issues overseas companies should The company?s liabilities are limited to the
consider before deciding upon the type of amount of its assets and issued share capital.
business unit it sets up. Thus, if the UK company is wholly owned by
an overseas parent, that parent would
ARTAIUS ADVISES 02
There is no requirement to trade in the UK, but PLC status does carry additional An annual return must be prepared and
the company must have a registered of?ce; this responsibilities and compliance requirements. accounts ?led with Companies House each year.
does not need to be its trading address. There This means all groups, regardless of size,
is, in fact, no obligation for a trading address which include a PLC as one of the companies, LLPs are popular with professional groups such
at all or UK resident of?cers or shareholders. have to be audited and must prepare as lawyers or accountants, joint ventures and in
A company is either registered in Northern consolidated accounts annually. the ?nancial services industry.
Ireland, Scotland, or England and Wales and
the registered of?ce must be situated in the UK Establishment Advice from Artaius
relevant jurisdiction area.
A UK establishment is effectively an extension Many overseas companies wanting to set up
This type of company can be formed easily and of the overseas company operating in the in the UK ?nd the private limited company the
inexpensively within 24 hours. UK and is not a separate legal entity. Any most attractive type of trading operation. No
contractual arrangements or liabilities entered consents are required, no local shareholders or
A company needs to prepare and ?le into by the UK establishment are binding on directors and no minimum capital rules apply.
annually a copy of its accounts with The the overseas company. The UK establishment
Registrar of Companies at Companies House, is subject to UK law and UK taxes. A UK All administrative tasks can easily be
prepared in accordance with UK company law. establishment must have a trading address in outsourced and indeed Artaius offers expertise
Once ?led, these accounts are available on the UK and present evidence that it is trading in these functions.
public record. from that address.
Accounts need to be ?led within nine months of A certain amount of documentation
Artaius? specialists will
the company?s ?nancial year-end. A company is required to set up a UK establishment.
can choose its year-end; it is common to Artaius can assist in producing this. Setting
examine every case
choose one that coincides with that of the up a UK establishment can take up to three
individually, taking into
parent company. weeks, less if all the requisite information is
available. A UK establishment can cease
account all the factors of
A statutory audit may also be required if operating quickly.
the size of the company exceeds certain
the situation, to suggest the
thresholds. Currently this means: Although a UK establishment and a
best trading operation to
company both provide a UK presence, a
1) If gross revenues exceed £6.5 million limited company is more permanent and
suit your needs.
or independent, and third parties often favour
2) If gross assets exceed £3.26 million. dealing with limited companies.
If an audit is required, the cost of maintaining While the accounts of the UK establishment
the company will be higher than a UK do not need to be ?led at Companies House,
establishment, but a company does provide the accounts of the overseas company
the protection of limited liability. must be ?led annually, in English. Thus,
if your business is sensitive to the amount
Public Limited Company (PLC) of information that is in the public domain,
then a UK establishment may not be the
A PLC operates in the same way as a limited best choice.
company, has similar requirements and is easy
to set up. However, there must be a minimum Limited Liability Partnership (LLP)
investment in share capital of £50,000. Only
£12,500 needs to be paid up in cash, but the In 2000 a new form of corporation, a Limited
unpaid balance of the issued share capital can Liability Partnership (LLP) was introduced. This
be called upon to be provided by the current combines the bene?ts of the limited liability of a
shareholders at anytime, if funds are required private company limited by shares with the tax
by the company. transparency of a partnership.
03 ARTAIUS ADVISES
?Time was of the essence in
the early stages and Artaius
made everything fall into
place very quickly.?
Janelle O?Connell, Calleija Jewellers
THE TAX REGIME
?Artaius? specialists will ensure not only that you comply with UK tax requirements,
but also that your business has the most ef?cient tax structure.?
Once your business is formed the next step is Tax rates Corporation Tax payment and return
to register for various taxes.
The current Corporation Tax rates are shown Companies pay corporation tax on their pro?ts
1. Corporation Tax in the table below. and can carry forward trading losses against
2. Employment Tax/Pay As You Earn (PAYE) future pro?ts of the same trade, for an
3. Value Added Tax (VAT) inde?nite period.
Financial Year 2009/2010
Pro?ts exceeding £1,500,000
1. Corporation Tax
A company is regarded as tax resident in the
Pro?ts under £300,000
UK if it is incorporated in the UK or if its central
(small companies rate)
control and management is exercised in the
UK. Registration is straightforward by means
Marginal relief fraction 7/400
of Form CT41G issued by Her Majesty?s
Effective marginal rate on pro?ts
Revenue and Customs (HMRC). The
between £300,000 and £1,500,000
information required comprises:
Names of directors
Name of parent company (if there is one)
The trading activity
The period-end date for the ?rst
accounts of the company.
05 ARTAIUS ADVISES
Whilst the accounting period reference date The company must produce an annual return
is quite ?exible in the UK and can be chosen showing the total tax and NI contributions paid
when the company is formed, the tax return by the employee and employer in a full year.
?We were looking for
is due within 12 months of the end of the
help and understanding
accounting period; it can be changed later Payroll processing is a complex and laborious
in certain circumstances. This enables a UK task and the incorrect calculation of the various
and Artaius have
subsidiary to have the same accounting period deductions can incur penalties for a company.
as its overseas parent. It is strongly recommended to outsource this
delivered and been very
task to experts.
Corporation tax returns have to be prepared
consistent, from sales
each year and the tax is payable within nine 3. Value Added Tax - VAT
months of the company?s accounting year-end.
In common with other European Union (EU)
Eric Richardson, Skura Corporation
Professional accountants normally prepare the states, the UK imposes Value Added Tax (VAT)
corporation tax return and calculate the tax on most business to business and business
payable for submission to HMRC on behalf of to consumer transactions. Currently, this sales
their client. tax is chargeable by businesses if they are
making annual taxable supplies exceeding
One of the partners at Artaius can handle all £68,000. Some services and products are
your tax matters or deal with your accountants ?zero-rated? or ?exempt?. A zero-rated sale is
on your behalf. classed as taxable (VAT being charged at a
rate of 0%) but exempt supplies are not taxable
2. Employment Tax - PAYE and ignored as far as the VAT registration
threshold is concerned.
Every business organisation needs to be
registered for Pay As You Earn (PAYE). This is If the VAT threshold is exceeded, or
the system that HMRC uses to collect Income expected to be exceeded in the near future,
Tax and National Insurance Contributions (NI) the business must register itself for VAT and
from employees as a deduction from their must account for VAT on its supplies of
gross pay as they earn it. goods and services.
The PAYE collected in the payroll process is When a business is registered for VAT it must
payable monthly to HMRC within certain time charge VAT at the prevailing rate on all its sales
constraints; late payments are liable to suffer of goods and services in the UK.
interest and, if outstanding for more than a
month of the ?scal year end (April 6 ) will suffer At the end of each quarter, the business
automatic penalties. must submit a VAT return showing the total
VAT it has charged to its customers as well
The tax deducted from salaries is income tax. as the VAT paid to its suppliers. The net
Income tax rates vary depending upon personal amount is either paid to HMRC or claimed
circumstances and speci?c personal allowances back from them.
alter the threshold for paying income tax. The
current rates are shown in Appendix 1a. A business may register for VAT on a voluntary
basis before it is required to do so, provided
NI contributions are also deducted from that it can adequately demonstrate its intention
employees? earnings. The company pays to trade, or that it is already trading below the
an additional ?xed percentage of pay as its threshold of £68,000 per year.
NI contribution. (These rates are shown in
Appendix 1b). Continues overleaf...
ARTAIUS ADVISES 06
Overseas businesses setting up in the UK VAT Returns
need to be aware of several important
VAT - related issues: Most businesses complete quarterly VAT
returns. These have to be submitted to HMRC
i) Goods and services supplied outside the EU within one month of the end of each quarter
together with a remittance for the VAT payable
If a UK business sells goods to customers on the return. This process can be carried out
outside the EU, and can demonstrate that online. If a registered trader has zero-rated
the goods have left the EU, such exports are sales (e.g. exports) then he can expect to
zero-rated for VAT. However, if goods are receive regular repayments. These businesses
imported into the UK, VAT will need to be have the option to ?le monthly VAT returns in
paid at the point of entry. This VAT can usually order to receive those repayments earlier and
be reclaimed by businesses that are help the company?s cash ?ow.
registered for VAT.
There are other schemes available to help
The rules concerning the supply of certain types and sizes of business. For
services to customers outside the EU are example, businesses up to a certain size may
more complicated. For example, if a UK opt to ?le VAT returns annually, or account for
subsidiary provides services such as VAT on a cash-basis, or account for VAT at an
consultancy, technical support and marketing agreed ?at-rate.
to its parent company, based outside the
EU, these supplies are outside the scope Businesses are also required to ?le European
of VAT. General management services, Community (EC) Sales Lists. These are
however, are currently subject to VAT. These currently restricted to the sale of goods to
rules are changing with effect from VAT-registered customers in other EU
1 January 2010. member-states. However, this regime is being
expanded to include many services as well as
ii) Supply of goods and services within the EU goods, from 1 January 2010.
Rules exist to create a ?level playing ?eld? Finally, those businesses involved in the trade
across the EU and to remove any in goods between EU states above a certain
competitive advantage that may be gained threshold, are also required to complete intrastate
by purchasing goods or services from another returns. The current threshold is either sales or
EU member state where the prevailing rate of purchases over £270,000 in a calendar year.
VAT is lower.
Advice from Artaius
A UK business, registered for VAT, does not
have to charge VAT on the supply of goods The team at Artaius is familiar with all aspects
or most services to businesses in other EU of the UK tax regime; there are other taxes and
countries as long as it is satis?ed that the reliefs applicable to individuals and companies.
customer is registered for VAT in his own We will advise according to your situation.
country. Such supplies are zero-rated in the
case of goods, and outside the scope of Artaius can deal with the VAT application on
VAT in relation to services. However, the your behalf, as well as all the correspondence
purchaser must account for the notional and check on progress.
VAT that would have been due if they had
purchased the goods or services from a We can also ensure that all those complex
supplier in the same country. This is known aspects of your UK company?s payroll are dealt
as the ?reverse charge? mechanism. with ef?ciently and at a modest cost.
07 ARTAIUS ADVISES
? At the time we were actually in the
process of setting up a new of?ce in
London, so it seemed to make sense
to take the opportunity to request a
recommendation of a good ?nancial
outsourcing provider in the UK.?
Aaron Akerman, Oz Communications
EMPLOYMENT MATTERS AND PERSONAL TAXATION
?It is important to understand UK employment regulations.?
Individuals who work in the UK are liable to Working Hours Work Permits
UK tax; all employees are subject to UK
laws, no matter who employs them or their Full time employees in the UK work the longest Most overseas people working in the UK need
country of origin. hours in the EU. The Working Time Regulations a work permit and a visa in order to take up
provide basic rights and protections for workers. employment; however, the following do not
As an employer it is very important to have a They limit the average working week to 48 hours need work permits or visas:
good grasp of UK employment regulations. - although workers can opt out of this limit.
The UK laws protect the employee. There can Nationals of the EU
be serious and expensive consequences if an Fringe Bene?ts Those born in Gibraltar
employee can prove unfair dismissal, sexual Commonwealth citizens who entered the
harassment, racial prejudice, earnings of less Workers are entitled to 28 days? annual paid UK on the basis that a grandparent was
than the minimum wage or just unfair treatment. leave. This minimum legal holiday requirement born in the UK
Long term sickness is no excuse for dismissal. includes public holidays of which there are Husbands, wives and dependent children
eight a year. Most companies grant paid under 18 of people who hold work permits.
Artaius recommends using specialist human holidays of four to six weeks.
resource consultants. For instance, they can
set up standard employment contracts for each
employee and produce an of?ce procedure
manual which covers formal disciplinary
processes, holidays, sickness, notice and the
employment and dismissal of staff.
This allows wage costs to remain competitive
whilst protecting employees. Current minimum
wage rates are set out in Appendix 4.
09 ARTAIUS ADVISES
Personal Taxation A person?s country of domicile is the country Reciprocal agreements are in place with a
that they consider to be their permanent home. number of countries which mean that the
The basis on which the individual is subject Even if someone has not lived in his homeland employers of overseas nationals seconded to
to UK tax depends not only on whether the for many years, this does not prevent him from the UK who continue to pay the equivalent of
person is ?resident? here, but also whether being domiciled there. national insurance in their home country, and
they are ?ordinarily resident.? the employee, are exempt from paying
Most people who come to the UK for National Insurance.
Individuals who are resident and domiciled employment will be able to claim to be
in the UK are subject to UK tax. Individuals domiciled outside the UK. Share Option Schemes
are taxed at source at basic and higher rates
on their employment income and bene?ts Living as a foreign domiciliary in the UK can
after allowances. bring signi?cant tax advantages. Investment
The UK has certain
income and capital gains arising outside
The highest rate of tax currently is 40% and the UK are not taxed in the UK if the funds
due to rise to 50% from 6 April 2010. concerned are not remitted to the UK.
incentive schemes which
The tax year runs from 6 April to the UK Foreign domicile status should not be
provide considerable tax
following 5 April. taken for granted. A claim must be made to
HMRC and they have the right to challenge
advantages to employees to
Current Income Tax rates are set out in it. In practice, it is usually accepted that
enhance their remuneration
Appendix 1a. a person who comes to the UK for
employment purposes is likely to return
Resident, Ordinarily Resident or Domiciled to his homeland.
in the UK?
Artaius can advise on the various incentive
A person is considered resident in the UK for
schemes and reporting obligations.
tax purposes if: All overseas employees are usually liable to
tax and national insurance on their salary and
- s/he visits the UK regularly and on average bene?ts in the UK in the same way as UK
for more than 90 days a year over a four nationals. However, in respect of bene?ts,
year period. certain concessions are available where an
- s/he arrives in the UK intending to stay for employee of an overseas company has been
at least 3 years seconded to the UK for up to two years. This
- s/he spends more than 183 days in the allows the individual?s employer to provide
UK in a tax year. accommodation, travel and other similar
bene?ts tax free.
An individual?s liability to UK tax may also be
determined by whether s/he is considered as There are also certain concessions for
habitually or ordinarily resident in the UK. This employees serving longer in the UK entitling
would depend upon their intentions in coming them to tax relief on travel.
to the UK, the accommodation they occupy
and the length of their stay. Social Security
If they intend to stay in the UK for three years Social Security, also known in the UK as
or more, or if they lease accommodation National Insurance (NI), is the scheme
for three years or more, then the individual whereby people in work make payments
becomes ordinarily resident from the towards bene?ts; both the employer
beginning of the tax year during which the and employee are required to make NI
accommodation is acquired. contributions. (Appendix 1b indicates rates).
ARTAIUS ADVISES 10
?Artaius looks after issues including
our payroll, tax and accounts and I
rely on them to keep us compliant
with UK business legislation.?
Aaron Schielke, Airbiquity
?Our banking contacts are used to dealing with companies
establishing a UK business unit.?
After you have established an entity, one where the head of?ce or parent company licence or a certi?ed copy of any of these, plus
of the next most pressing tasks is to open operates outside the UK. a recent - within the last three months - bank
a bank account. This is a requirement for or credit card statement, utility bill, identifying
registering for VAT. Money Laundering Regulations your home address) to comply with the UK
Government?s strict regulations relating to
There are four main Banks with branches The ?nancial institutions and professionals anti-money laundering.
throughout the UK. The facilities and who help you set up in the UK will be required
services they offer are similar, but often what to verify the identity and background of the Advice from Artaius
differentiates one bank from another is the owners and Directors of any business unit
relationship with the managers, and the speed and monitor your business in the light of the Artaius can help collate the requisite
with which they respond to requests. stringent anti-money laundering legislation. documents to ensure that they are accepted
by third parties and banks.
Artaius has good contacts at the banks and To open a new bank account you will need
will be pleased to introduce you to its banking complete identi?cation documents (for Do not hesitate to ask for an introduction to
contacts who specialise in dealing with clients example, passport, identity card, driving our banking contacts.
SEEK PROFESSIONAL ADVICE
?Consult professionals with in-depth knowledge of UK ?scal,
legal and administrative procedures.?
Setting up a business in a different country with the legal, administrative and all the other experts in their ?eld to ensure that you receive
requires greater assistance than starting questions which arise when setting up a new the best possible, most comprehensive
up in your usual country of residence. We business and which have been outlined on advice, to realise the establishment of your
understand that an entrepreneur will have these pages. business in the UK, in the most cost
his goals for his new business and probably effective way.
a good knowledge of product, research and An outsource organisation, such as Artaius,
development, the services to be offered, will assign a director to every entrepreneur To a newcomer the whole process may
suppliers - all aspects of his business which or business. He or she will be the key seem daunting, but the raison d?être for
cannot be easily delegated. contact in the UK and will be quali?ed to Artaius? experts is to tackle the hurdles and
carry out many of the required processes. to help in the process of establishing and
Artaius has the wealth of experience in dealing We also work with other professionals and maintaining a UK presence.
ARTAIUS ADVISES 12
?Artaius have always been very timely and reliable with regard to their services and any request for
information and they have always been proactive in pointing out problems and opportunities.?
Francesca Novello, for Gianfranco Ferré UK Ltd (English subsidiary, IT Holding SpA)
Artaius, which evolved as an offshoot of The senior team at Artaius
London-based Chartered Accountants,
Wilder Coe, now numbers 20 team members.
Robin Berry ACA
The company is based in central London and
in Stevenage, Hertfordshire, which is easily
Telephone: +44 (0)1438 847 117
accessible by road and train.
Today, Artaius is an international ?rm, with
a worldwide client portfolio covering many
Melanie Troiano FCCA
Client Relationship Director
Since 2000, Artaius has been a major
Telephone: +44 (0)1438 847 105
partner with East of England International, the
organisation responsible for Inward Investment
for the notable East Anglia region of the UK.
Artaius is also on the list of outsourced
adm Alfred Levy FCAinistration service providers at UK Trade
and Director Investment in most overseas countries.
Telephone: +44 (0)1438 847 101
Our partners are always
Robert Coe FCA
pleased to arrange an
initial, con?dential meeting,
Telephone: +44 (0)20 7616 8836
at no cost, to discuss the
individual needs of incoming
investors to the UK and to
Neil Warren ATT
see how Artaius may be
Telephone: +44 (0)1438 758100
able to help. Neil.Warren@artaius.com
13 ARTAIUS ADVISES
Appendix 1a Appendix 1b
Employee National Insurance rates: Year to April 5 2010
Income Tax - taxable bands 2009/10 (£) Rate
Personal allowance (minimum) 6,475 Up to £5,715 0%
Basic rate: 20% £0 - £37,400 £5,716 - £43,875 11%
Higher rate: 40% £37,400 + Over £43,875 on excess 1%
Employer National Insurance rates: Year to April 5 2010
Bas Up to £5,715ic rate taxpayers 10% 0%
H Over £5,715igher rate taxpayers 32.5% 12.8%
Rates of Tax From 1 Jan 2010 From 1 Dec 2008
Standard rate 17.5% 15%
Reduced rate (including fuel and power) 5.00% 5.00%
VAT as a fraction of gross price 7/47 3/23
Annual Turnover Limits From 1 April 2010 From 1 May 2009
Registration To be advised £68,000
Deregistration To be advised £66,000
Taxable supplies are mainly either standard Zero-rated supplies Exempt supplies
rated, reduced rate or zero-rated. There are A zero-rated supply is a taxable supply, but the No VAT is chargeable on an exempt supply,
certain supplies that are not taxable and these tax rate is nil. Such supplies include: but directly attributable input tax cannot be
are known as exempt supplies. reclaimed. Exempt supplies include:
There is an important distinction between
Books, pamphlets, newspapers, journals,
exempt and zero-rated supplies.
maps, music etc.
Betting, gaming and lotteries
Construction of buildings etc.
If your business is making only exempt
supplies, you cannot register for VAT and
cannot therefore recover any input tax
Health and welfare.
If your business is making zero-rated
Imports, exports etc.
supplies, you should register for VAT as your
supplies are taxable (but at 0%) and recovery
of Clothing and footwear.input tax is allowed.
ARTAIUS ADVISES 14
Appendix 3 Other changes Accounts
It will also be necessary to notify Companies For UK establishments of overseas companies
Information to be ?led at Companies House for House of: located in countries that require the publication
Limited Companies of accounts, a copy of those accounts (with
A change in the registered name or of?ce a certi?ed translation if necessary) must
A limited company comes into existence when address. be delivered within three months of
it is registered at Companies House. Limited Certain changes to shareholdings and the public disclosure.
companies must also ?le certain documents company?s share structure.
with Companies House when they are ?rst set The grant of a mortgage or charge over an asset. For UK establishments of overseas companies
up and on an ongoing (normally annual) basis. located in countries that do not require the
Information to be ?led at Companies House for publication of accounts, a set of accounts
Starting a new company a UK establishment prepared in line with the requirements of
To set up a limited company, it is necessary to s700 must be delivered to Companies
send the following to Companies House: Starting a new UK establishment House within 13 months of the company?s
Within one month of forming a UK accounting reference date. Such accounts
A Memorandum of Association. establishment, it is necessary to send the must relate to the company and not solely the
Articles of Association: describing how the following to Companies House: UK establishment.
company will be run, the rights and obligations
of the shareholders and the powers of the Completed relevant form. An annual document-processing fee of £30
company?s directors. A certi?ed copy of the company?s should be sent with each set of accounts.
Form 10 (Statement of the First Directors, constitutional documents, including the
Secretary and Registered Of?ce): giving charter, statute and operating agreement. Closure of a UK establishment
details of the company?s registered of?ce and A copy of the latest set of audited accounts If a UK establishment is closed, it is necessary
the names and addresses of its directors and required to be published by parent law. to notify Companies House. All obligations to
company secretary. The current registration fee (£20). deliver documents to Companies House cease
Form 12 (declaration of Compliance with from the date of receipt of the notice.
the Requirements of the Companies Act): Changes to the company
stating that the company meets all the legal It is necessary to notify Companies House If the UK establishment closed is not the
requirements of incorporation. of any changes to the original information only UK establishment, but was originally
?led as and when they occur. These the principal one, then it is necessary to notify
Accounts and returns include changes to the: Companies House of the UK establishment
Companies are required to submit details at which the constitutional documents are
of directors and shareholders annually to Constitutional documents of your overseas now kept.
Companies House. company.
Companies are also required to ?le copies Company details, including the name, legal
of their ?nancial statements annually at form, accounting requirements, head of?ce Appendix 4
Companies House. address, objects, share capital and
Companies are required to inform Companies governing law. Minimum Wage Rates
House when there are changes of the Director or secretary or their particulars. From October 2009 the applicable rates are:
accounting reference date. Details of the UK establishment, including its
business name, address and the nature of £5.80 per hour for workers aged 22 years
Change of company secretary or directors the business. and older
It is necessary to notify Companies House of: Person authorised to accept service or to A development rate of £4.83 per hour for
represent your company in the business of workers aged 18 - 21 inclusive
The appointment of a new director or the UK establishment, or their particulars. £3.57 per hour for all workers under the
company secretary. UK establishment against which the age of 18, who are no longer of compulsory
The resignation/retirement of a director or the constitutional documents and accounts of the school age
company secretary. company are registered.
These changes need to be noti?ed within 14 Accounting reference date of a company (From October 2010 the adult statutory
days of the change. subject to ?ling accounts. minimum rate will apply to 21 year olds).
15 ARTAIUS ADVISES
Care has been taken to ensure that the
information in this booklet is up to date at the
time of writing. However, law and practice do
change and you are invited to seek specific
professional advice for your circumstances.
The latest rates and information can always
be viewed on our website at www.artaius.com
We look forward to hearing from you:
Artaius Limited: Specialist advisers for
overseas businesses setting up in the UK
Telephone: +44 (0)1438 758100
Fax: +44 (0)1438 847150
Southgate House 233 - 237 Old Marylebone Road
St George?s Way London
Stevenage, Hertfordshire SG1 1HG NW1 5QT