Jurisdictions

United Kingdom

Why Incorporate in the United Kingdom?

The United Kingdom has an open economy in which international trade and investment plays a significant role.

Economic prosperity is further enhanced by overseas businesses that make the United Kingdom their base for European and International business.

More than 35% of all foreign investment in Europe is made through the United Kingdom which offers the best regulated market place, the best communication systems and the lowest rates of taxation.

Key Benefits

  • The most favoured inward investment location in Europe, attracting around 40% of Japanese, US and Asian investment into the European Union
  • Fast, easy access to the European Union single market and an environment which allows business to prosper
  • Companies based in the United Kingdom are well-placed to do business in the global marketplace
  • The UK’s integrated transport network provides fast, low-cost delivery throughout Europe
  • The United Kingdom’s business environment gives every incentive for companies to grow, innovate and compete in a global marketplace
  • The United Kingdom boasts the lowest utilities costs in the European Union.
  • Its telecommunications industry is one of the most advanced in the world
  • Certain tax allowances are available to companies setting up in specific areas of the United Kingdom
  • The United Kingdom has one of the lowest main corporation tax rate of any major industrialized country

Services Offered

  • Incorporation, structuring and management of UK companies
  • Day-to-day company administration including opening and operating bank accounts, issuing invoices, VAT management, accounting and bookkeeping services
  • UK tax planning services for both resident and non-resident individuals and businesses
  • Business support services for clients wishing to establish a base in Britain
  • Specialist advice and services relating to British and EU market-entry

UK Private Limited Company

A “custom-made” UK company formation has many advantages over an “off-the-shelf” company. It is usually more economical to incorporate a company with the client’s choice of name, directors, shareholders and authorised share capital than to purchase a shelf company and restructure the company.

The intended location of the registered office must be stated from the outset. If they wish, clients may be named as the first director and secretary (if one is required).

A same day incorporation service is available from Companies House for an additional fee.

Read more about the UK Private Limited Company

Key Corporate Features

General
Type of entity Private Limited
Type of Law Common
Shelf company availability Yes
Our time to establish a new company 1 day
Minimum government fees (excluding taxation) Not Applicable
Corporate Taxation 19%
Double Taxation Treaty Access Yes
Share Capital or Equivalent
Standard currency GBP
Permitted currencies Any
Minimum paid up £1
Usual authorised £1.00
Directors or Managers
Minimum number One
Local required No
Publicly accessible records Yes
Location of meetings Anywhere
Members
Minimum number One
Publicly accessible records Yes
Location of meetings Anywhere
Company Secretary
Required No
Local or qualified No
Accounts
Requirements to prepare Yes
Audit requirements Yes, but small company exemption
Requirements to file accounts Yes
Publicly accessible accounts Yes
Other
Requirement to file Annual Return Yes
Change in domicile permitted Yes, but subject to approval of Inland Revenue

UK Private Limited Company Information

Type of Company for International Trade and Investment

Private (“Ltd”) or Public Limited Company (“PLC”).

Procedure to Incorporate

Submission of Memorandum and Articles of Association, Declaration of Compliance and Statement of the First Directors and Secretary and notification of the location of the Registered Office with the requisite fee to Companies House.

Restrictions on Trading

Yes, for specified groups, which include banking, insurance, financial services, consumer credit and related services.

Legal Powers of Company

A Company incorporated in the United Kingdom has the same powers as a natural person.

Language of Legislation and Corporate Documents

English or Welsh.

Registered Office Required

Yes, must be maintained in the United Kingdom.

Name Restrictions

Any name that is identical or too similar to an existing company; any name which would be considered offensive or suggests criminal activity;

Any name that suggests the patronage of the Royal Family or which implies an association with Central or Local Government of the United Kingdom.

Names Requiring Consent or Licence

Restricted names which usually require a licence or other Government Authority include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.

Language of Documentation

Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. However, if the company is incorporated in Wales, documentation in Welsh will be accepted.

Disclosure of Beneficial Ownership to Authorities

Yes, the person having significant control (PSC) over the company must be disclosed to Companies House and the information is available on their website for no fee. Also disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).

Authorised and Issued Share Capital

Private Limited Companies have a minimum authorised share capital of £1 or its currency equivalent. The minimum issued capital is one share, but additional capital is usually issued to reflect the stability and strength of the company.

Classes of Shares Permitted

The normal category of shares are ordinary shares but, subject to the circumstances of the company, they may be preference shares, deferred shares, redeemable shares and shares with or without voting rights.

Taxation

Corporation tax (which includes Capital Gains Tax) is paid by UK companies based upon accounts, which are submitted to the HM Revenue & Customs and the Registrar of Companies at the end of the company’s financial year. A company is free to choose its financial year-end. Companies pay corporation tax at the rate of 19%.

Double Taxation Agreements

The United Kingdom is party to more double tax treaties than any other sovereign state.

Licence Fees

None

Financial Statement Requirements

All UK companies are required to file accounts prepared in statutory form with the Registrar of Companies and the HM Revenue & Customs whether trading or not. These accounts need to include:

  • a directors’ report signed by a director or the company secretary (if one is appointed);
  • a balance sheet signed by a director;
  • a profit and loss account (or income and expenditure account if the company is not trading for profit);
  • notes to the accounts; and
  • group accounts (if appropriate).

Companies whose annual turnover does not exceed £6,500,000 may qualify for an Audit Exemption and are not required to file independently audited accounts and in such cases the directors must self-certify the accounts.

To qualify as a small company, at least two of the following conditions must be met:

  • annual turnover must be £6.5 million or less;
  • the balance sheet total must be £3.26 million or less;
  • the average number of employees must be 50 or fewer.

To qualify for total audit exemption, a company must

  • qualify as small (see above)

Incorporate in United Kingdom

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