How does Brexit affect the setting up of a company in the UK and existing EU based entities with businesses in the UK?

Despite Brexit, the UK will remain one of the easiest and lowest cost jurisdictions to set up a company.

If you already do business in the UK or you are intending to do so, you will almost certainly find it easier to operate through the setting up of a UK based company, although the use of an unincorporated ‘branch’ entity which in effect provides representation for an overseas incorporated business in the UK, remains an option.

A summary of the process and the requirements for setting up a company in the UK are shown below and London Corporate can provide referrals to legal advisors for further advice.. You can also read more about the changes for reporting brought about by Brexit under – ‘Implications for reporting for UK companies that are subsidiaries of overseas entities or branches of overseas incorporated entities’ – Please make this a hyperlink to this article

Business name; whether you have an existing company and wish to use the same name in the UK or use a new name, it will be necessary to carry out a name check to ensure there are no conflicts with either existing entities or the regulations governing the use of certain names. It is also helpful to carry out a check for trademarks to identify any further potential conflicts beyond the company name. London Corporate can provide advice on this including searches at the UK Intellectual Property Office.

Appoint at least one ‘natural person’ as a director; there are no requirements to be either resident in the UK or a UK national. You also have the option of appointing a company secretary to manage regulatory compliance and London Corporate can arrange for the appointment of a Company Secretary or for an ongoing compliance service to be provided.

Place of business; all UK companies must have a registered office in the UK where official correspondence can be addressed. London Corporate can provide a registered office service with mail forwarding and we can also assist with telephone based support and call forwarding via our network of service partners if required.

Share capital; there is no minimum share capital requirement for a UK private company other than issuing at least one share on incorporation. Shares may be denominated in pounds sterling, euros or dollars in any unit value from one pence/cent or higher.

Shareholders; there must be at least one shareholder and this can be a corporate entity with no UK residency requirements. Where a more complex share structure is required, potentially with different classes of shares, London Corporate can work with our legal partners to help put in place an appropriate shareholders agreement.

Shareholder/Person with significant control; it is a requirement to provide an annual report on shareholders who control 25% or more of the shares or voting rights in a company and for the report to be filed at the UK registry of companies known as Companies House.

Company constitution; the rules governing the company are known as the articles of association and these are prescribed and can be modified according to your specific requirements. Through our legal partners, we can provide advice regarding the most appropriate options.

Registration for taxes; you have the option to register for corporation tax at the point of incorporation with the UK tax authorities known as ‘HMRC – Her Majesty’s Revenue & Customs’ and we recommend this option is taken. Regarding sales tax known as VAT – Value Added Tax, if you anticipate that the turnover of your company will exceed £85,000 during the first year of trading, it is advisable to register for VAT. This will also mean that you can claim back VAT incurred on purchases for the company; but be aware that significant high value purchases where your turnover remains below £85,000 may attract a formal review by HMRC. London Corporate can assist with VAT registration and the management of quarterly VAT returns to HMRC.

Employing staff and payroll; if you intend to employ staff who will be tax resident in the UK including directors and shareholders, all such persons must be registered with HMRC for employment taxes and social security and health payments know as National Insurance Contributions/NIC. These taxes for employed persons must be deducted at source and there are also employer contributions for NIC. London Corporate can provide support for the registration of all staff and the operation of payroll involving tax and NIC deductions in a way that is fully compliant with the HMRC PAYE (Pay As You Earn) regulations.

Opening a UK bank account; the process of opening a UK bank account for a company that is effectively controlled by non-UK residents/nationals can present a number of challenges, many of which are caused by ever more stringent anti-money laundering checks that have become necessary. Typically, the process of opening a UK based bank account can take up to two months to complete. London Corporate works with several banks that can offer a range of services depending on the business sector of the company, investment needs and projected turnover during the first couple of years.

Bookkeeping and accounting compliance; there are several different reporting rules for the submission of accounts to HMRC each year. The UK fiscal year starts on the 6^th April and ends on 5^th April of the consecutive year. For private companies i.e. not listed public companies, the first accounts must be filed by an absolute maximum time of 21 months from the date of incorporation. After this, accounts must be filed in line with the company’s agreed year-end accounting date, where accounts must be filed no later than 9 months after the accounting year-end date which can be revised shortly after incorporation. A summary of the requirements and key time periods is shown below and London Corporate can provide a full bookkeeping, accounting and reporting service which is fully web enabled to allow clients remote access with options for automated invoicing. London Corporate is also happy to work with existing accountancy firms, especially where clients are part of larger group entities.

Action	Deadline
File first accounts with Companies House	21 months after the date you registered with Companies House
File annual accounts with Companies House	9 months after your company’s financial year ends
Pay Corporation Tax or tell HMRC that your limited company does not owe any tax	9 months and 1 day after your ‘accounting period’ for Corporation Tax ends
File a Company Tax Return	12 months after your accounting period for Corporation Tax ends

on November 20, 2020