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E-Quick Package |
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 £ 32.00 | No Annual Fees! | | |
 This is our most popular package with UK residents, and includes:
 The submission of forms detailing your company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
Company formation is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
The appointment of your own candidates as directors and secretary (a minimum of two people are required)
The following documents will be e-mailed to you (Note: these documents are to be printed and signed):
Electronic Certificate of Incorporation (PDF)
Electronic Memorandum & Articles of Association (MS Word)
Minutes of the First Meeting of Directors (MS Word)
Share Certificates and company Register
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Economy Package |
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| £ 82.00 | Annual Maintenance Fee £50.00 | | |
This is our most popular package with EU residents, and includes:
The submission of forms detailing your company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
Company registration is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
The appointment of your own candidates as directors and secretary (a minimum of two people are required)
A registered office address for 12 months, provided by Coddan
An application form for the following year's renewal of the Registered Office Address service (£50.00)
Annual Return and Annual Account reminder
The following documents will be e-mailed to you (Note: these documents are to be printed and signed):
Electronic Certificate of Incorporation (PDF)
Electronic Memorandum & Articles of Association (MS Word)
Minutes of the First Meeting of Directors (MS Word)
Share Certificates and company Register
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Premier Package |
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| £ 131.95 | Annual Maintenance Fee £99.95 | | |
This is our most popular package with small business, and includes:
The submission of forms detailing your company's executive director
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
Company incorporation is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
Applicant appointment of director for company (appointed electronically)
A registered office address for 12 months, provided by Coddan
An application form for the following year's renewal of the Registered Office Address service (£50.00)
Nominee company secretary service for 12 months (next year - £49.95)
Annual Return and Annual Account reminder
The following documents will be posted to you (these documents will be sent via Royal Mail):
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The Minutes of the First Directors' Meeting
Two printed share certificates and Company Register
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Deluxe Package |
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| £ 256.95 | Annual Maintenance Fee £224.95 | | |
This is our most popular package with overseas residents, and includes:
The filing and registration of your company in England
The registration of your £1,000 authorized share capital (a minimum of one share must be issued)
Company formation is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
A registered office address for 12 months, provided by Coddan
An application form for the following year's renewal of the Registered Office Address service (£50.00)
Nominee Company secretarial service for 12 months (next year - £49.95)
Coddan provides a company nominee director service for 1 year (next year - £125.00)
The name of the nominee director & secretary will appear as a public record
Annual Return and Annual Account reminder
The following documents will be posted to you (these documents will be sent via Royal Mail):
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The Minutes of the First Directors' Meeting
Two printed share certificates and Company' Register
A pre-signed, undated letter of resignation from the nominee director
A General Power of Attorney signed by nominee director
An indemnity Letter for General Power of Attorney
A nominee service agreement which provides for the indemnification of the nominees
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Name Protection |
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| £ 22.00 | Annual Maintenance Fee £60.00 | | |
The purpose of this package:
This package allows you to register a company name with Companies House and thus prevent this name being used to form a company by anyone else
This package includes:
The registration of a non-trading limited company with your choice of name
Payment of UK legal and initiation fees
A nominee director
A nominee secretary
A nominee shareholder
A registered office address
Management of the company:
Coddan will file the annual return and dormant company accounts on your behalf for an annual fee of £60.00
If you do not wish to renew the management option at the end of term, the company will be dissolved
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| Business Start-Up: Legal Requirements | | |
Company subscribers may be residents outside the UK
You must appoint a minimum of ONE Director
There is no maximum number of Directors
Directors can be corporate bodies or private individuals
A Director can be of any nationality
Directors need not be formally trained
All companies must appoint a company Secretary
Secretaries can be corporate bodies or private individuals
A Secretary can be of any nationality.
If there is only ONE Director he or she CANNOT also be the Secretary
A company must have a minimum of one shareholder who may be a corporate body or an individual
No minimum paid up share capital
A minimum of one share may be issued
Capital may be denominated in any currency
Shareholders and directors meetings may take place outside Great Britain
The company is required to have a registered office in the UK
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(click here for other packages)
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HOME >> Company Formation >> Our Services for Non-UK ResidentsCOMPANY INCORPORATION SERVICE FOR NON-UK RESIDENTS AND NON-BRITISH NATIONALS. COMPANY FORMATION IN THE UNITED KINGDOM If you're thinking about starting a new life abroad and forming a company to start your own small or home based business this article with provide you with some tips to set you on the right track to small business start-up success. There are a number of different ways in which an overseas company may set up a business presence in the UK. Depending on your business model, you may choose to acquire or merge with an existing UK business, register a limited company to create either a subsidiary or a joint venture vehicle, create a place of business or branch office, or use some other structure such as a partnership.
Generally speaking, there are no restrictions on foreign ownership or control of a UK company or other business. However, there are a number of regulations and requirements which potentially impact the acquisition of a UK business. For example, the acquisition of a company whose shares are quoted will require compliance with the relevant regulations and codes on mergers and takeovers. Mergers and acquisitions which may have the effect of restricting competition will be subject to the various controls imposed by UK and European Union competition law. In all cases, the merger or acquisition will require detailed legal documentation.
If you want to become familiar with the description and the contents of non-UK residents limited company formation packages, offered by Coddan Managers Service LTD and to find above, what kind of service is included in this or that non-British nationals companies formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company formation within Great Britain, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. All of our Memorandum and Articles of Associations and Partnership Agreements were reviewed and approved by a volunteer U.K. lawyer. When it comes to company formations, our service is both simple and quick to use. For just £32.00 we provide you with a complete company formation package, ready to begin trading usually in under three hours. The above package includes the estimated timescale for preparation of your documents. Your new limited liability company will usually be formed within 3-8 working hours from receipt of payment. If your package includes an apostille certificate this will usually add approximately 10 working days to the completion date.
If you are seeking company formation services you may wish to enquire whether your proposed British company formation agent or English company formation system will be transferring an existing registered company (i.e. a shelf company) to you or forming a brand new company for you. If an existing company is being transferred to you, you will need to trust the company formation agent or other provider that the company hasn't traded before. We have many Shelf and Aged Companies (off-the-shelf), which are ready to trade, and can be transferred to you within hours. Click here for our Limited Company Incorporation costs and full details of our packages for UK companies or call us for free no obligation advice.
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan Managers Service LTD takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320. With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour," so you will know exactly what the total price will be. The information you provide to us is held in absolute privacy. We pledge NEVER to sell your name or personal information to any third party. In addition, we go the extra mile to make sure that our servers and connections incorporate the latest encryption and security devices. We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Managers Service LTD Web Site are in Great British pounds. The basic document package we provide will not differ significantly from that available at a major corporate law office. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
UK COMPANY REGISTRATION. TYPES OF BUSINESS PRESENCE: For almost all business purposes the form used is the company limited by shares, either as a private limited company (LTD) or as a public limited company (PLC). Most foreign companies set up a private limited company. No consents are needed, no local shareholders or directors are required and no minimum capital rules apply. Certain documents (e.g. Memorandum and Articles of Association) must be filed with Companies House in order to incorporate the company.
Can I have a registered office outside the United Kingdom? NO. You may have offices outside the UK, but the registered office for any company must be in the United Kingdom. This is a legal and administrative requirement. A correct copy of some documents must also, by law, remain at the registered office address.
What is a registered office? For the purposes of the official lodgement of papers (matters concerning the corporate entity, legal actions, notices, etc.) and to comply with the principle that people have a right to know with whom they are dealing, every company must have United Kingdom registered office. The address must be registered with Companies House under the Companies Act 1985 and 1989, and it is a requirement of every limited company. The registered office can only be within the country in which the company is incorporated although there are EU proposals that would allow a company to move its registered office within the EU. The registered address can be anywhere in England, Wales or Scotland (we are able to offer this service for Scottish companies), provided the company is registered in that country. The address of such office on registration and all changes thereafter must be notified to the Registrar (although it is not necessary to state the actual address as opposed to the country of registration in the Memorandum).
In common with registered limited companies in other jurisdictions, UK-registered limited companies are legal entities – they are treated as persons in their own right, separate from the directors who manage them and the shareholders who own them. This means that companies can bring and defend legal proceedings, earn money and incur debts, all on their own behalf. The shareholders’ liability is usually limited to paying to the company the price they have agreed to pay for their shares, and it is only in very particular circumstances that a director or shareholder can be obliged to contribute to the assets of a company in the event it becomes insolvent. Companies are governed by the Companies Acts 1985 and 1989 (along with various subsequent amendments); these Acts set out the legal rules under which companies are run, and the limitations upon the actions and powers of shareholders and directors. A company limited by shares may either be private or public. The difference between these types of companies depends upon how the company has been constituted. To be a public company, the company must: state that it is a public company in its constitution; include the words "public limited company" (or "plc") at the end of the company’s name; satisfy certain requirements as to the minimum amount of share capital. One of the major differences between a private limited company and a public limited company is that a public limited company may offer its shares for sale to the public through a recognised stock exchange. In contrast, a private limited company may not offer its shares to the general public. The rest of the information contained in this section applies to private limited companies. Specialist advice should be sought if you decide you want to set up a public limited company.
HOW TO INCORPORATE A PRIVATE COMPANY? Company registration in the United Kingdom is easy and straightforward. No permission is required to establish a business presence, although there is some regulation of the use of business and trading names. All companies forming in the UK are required to do so with Companies House and have to submit accounts as well as Annual Returns. When making a decision to proceed with a company formation, there are many points to consider seriously. When you proceed with a UK company formation, you will take on the responsibility of being a director and/or secretary. Therefore if you decide on a limited company formation, you need to weigh out every option and aspect, it's a very important decision and you don't want to make any mistakes, as this will affect the future viability of the limited company. In general there are very few legal requirements for overseas clients when forming a company. However, you will need to have the following:
Registered office address. This must be an actual address in the UK (England, Wales or Scotland), not a PO box or similar. We can provide you with a registered office facility in England, Wales, Scotland and Northern Ireland which includes forwarding of all official government mail overseas.
Appointing the directors of the company. How many? Every private limited company needs to have at least one director (and a secretary). There is no maximum limit to the amount of directors you can have. Companies must keep a register of directors and secretaries, which must be available for public inspection. Directors can be either an individual or corporate entity and there need only be ONE director to incorporate a company. There are no residency or nationality requirements for company directors. If there is only one director he or she cannot also be the secretary. However, if there are two, one can be secretary as well. There are no qualification requirements for either directors or secretaries.
Share ownership. Directors are not generally required to own shares in the companies that they manage, but there is nothing to prevent them from doing so, and they often do. Among other things, the directors are responsible for the management of the company. The directors are responsible for ensuring that the company does everything that it is obliged to do by law. All directors are personally responsible for ensuring that the accounts are prepared, circulated to the members (those who own the company), and delivered to Companies House on time. Make sure all of the directors understand their responsibilities.
Appointing the company secretary. What does a company secretary do? Every private limited company needs to have a secretary (and at least one director). The secretary is the chief administrator for the company. He or she normally takes charge of ensuring that any documents, which need to be sent to Companies House, are sent on time. The secretary can also be a director, and therefore have the same responsibilities as the other directors. If the secretary isn't a director, he or she is still is an officer of the company and is responsible for it's actions (with the exception of the companies accounts, which are the personal responsibility of the directors).
Who owns the company? The members. A company is owned by "the members", usually shareholders. How many? There is no maximum amount of shareholders in a private limited company. As long as the shares have not been offered to the general public. It is possible for a company to have just one member, and for that member to have only one share.
Is there a minimum amount of capital required to form the company? There is no statutory minimum or maximum capital for a private limited company, (although a public limited company has to meet certain capital requirements).
How much is there to lose? A company may have limited liability for its members. The effect of this is that, if a company is unable to pay it's debts and is put into liquidation, the members will not be required to contribute more than they have actually paid, or agreed to pay, towards settling it's debts. A private company can be limited by shares or by guarantee, (which is a commitment to contribute a given sum if the company is wound up). E.g. your bank may ask for a directors' personal guarantee on a company's loan.
Apostille of company documents. For UK company documents to be recognised outside of the United Kingdom they must be issued with an Apostille certificate. This certificate verifies the UK documents to be legal and removes the need for further proof of authenticity. We provide the service to obtain an Apostille certificate for any document produced in the UK.
We strongly advise you consider ordering this service from Coddan at the time of incorporation of your new limited liability company. The Apostille can be arranged at a later date but we would normally charge our standard prices. If your company documents do not include an apostille you may experience problems with non-UK authorities in the future. For example non-UK banks or courts will require legalised documents before recognising your company as a legitimate UK business entity. This could potentially cause problems and delays that could be damaging to your business.
ALTERNATIVE BUSINESS MODELS FOR FOREIGN INVESTORS: In addition, investors can also establish a business presence in the UK through the setting up of a branch or place of business of the overseas company statutes and partnerships.
Partnerships. Individuals, including overseas investors, can set up as a partnership in the UK. The partners are jointly and severally liable for all debts. This means that if some partners cannot be made to pay their share of any debts, the other partners become liable in addition to their share.
Limited partnerships. A limited partnership consists of: one or more persons called general partners, who are liable for all debts and obligations to the firm; and one of more persons called limited partners, who contribute a sum or sums of money as capital, or property valued at a stated amount. Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed. A limited partnership must be registered under the Limited Partnership Act of 1907. To register, you must deliver a statement (Form LP5), signed by all the partners, to Companies House.
Limited partners may not: draw out or receive back any part of their contribution to the partnership during its lifetime; or take part in the management of the business or have power to bind the firm. An overseas limited partnership usually cannot usually register in the UK because its main place of business has to be in the UK, and an overseas partnership would generally do most of its business abroad.
A limited partnership consists of one or more persons called general partners, who are liable for ALL debts and obligations of the firm; and one or more persons called limited partners, who contribute a sum or sums of money as capital, or property valued at a stated amount. Limited partners are NOT liable for the debts and obligations of the firm beyond the amount contributed.
What restrictions are there on the limited partners? Limited partners may not draw out or receive back any part of their contribution to the partnership during its lifetime; or take part in the management of the business or have power to bind the firm. If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.
Who can be a partner? Generally speaking, an individual or a legal body such as a company may be a partner in a limited partnership, either as a general or as a limited partner. A person cannot be both a general and a limited partner at the same time.
Must limited partnerships register? Yes. Until your partnership is registered, it will be regarded as a general partnership with both the general and limited partners jointly and severally responsible for any debts and obligations incurred.
Can an overseas limited partnership register? Not usually. The Limited Partnership Act requires partnerships to register in that part of the United Kingdom where their principal place of business is situated or is proposed to be situated. An overseas partnership usually has its principal place of business overseas, and would not be registered for that reason.
Can I choose any name I wish for my partnership? Not entirely. No name will be registered that is the same as that of a limited company, other legal body, or another limited partnership already on the register at Companies House. In addition, the names of limited partnerships are controlled by the Business Names Act 1985. Also the use of certain names is an offence under certain Acts. In particular, it is an offence for a person who is not a public company to use a name ending in 'public limited company' or its Welsh equivalent, and it is also an offence for any person to use a name which ends with 'limited' or its Welsh equivalent, unless duly incorporated with limited liability (see sections 33 and 34 of the Companies Act 1985).
Is there a limit on the number of partners? A limited partnership may not normally consist of more than 20 persons. However, under section 717 of the Companies Act 1985 there are a number of exceptions to this rule, including: a partnership carrying on practice as solicitors and consisting of persons each of whom is a solicitor. A partnership carrying on practice as accountants where the partnership is eligible for appointment as a company auditor. A partnership carrying on business as members of a recognised stock exchange and consisting of persons each of whom is a member of that exchange. A partnership carrying on business as surveyors, auctioneers, valuers, estate agents, land agents, or estate managers and consisting of persons of whom at least three-quarters are members of the Royal Institute of Chartered Surveyors or the Incorporated Society of Valuers and Auctioneers and of whom not more than one-quarter are limited partners. A partnership carrying on business as insurance brokers and consisting of persons each of whom is a registered insurance broker or an enrolled body corporate. (For the meaning of 'registered insurance broker' and 'enrolled body corporate' see section 29(1) of the Insurance Brokers (Registration) Act 1977.). A partnership which is a collective investment scheme the operator of which, or the manager of the investments of which, is an authorised person under Part IV of the Financial Services and Markets Act 2000 or a European Economic Area firm or a Treaty firm with permission under the Act to operate the scheme or manage the investments.
What if some of my partnership details change? If any alteration is made to any of the details previously registered, Companies House must be notified of the change within seven days.
Do I have to publish any details of the partnership? The Business Names Act 1985 requires all businesses trading under names other than those of their owners to display their owners' names and an address at which documents can be served. This information must be displayed both at business premises and on business stationery. It must also be supplied in writing at the request of any person with whom you are doing business. Where the partnership consists of more than 20 persons certain exceptions apply to the business stationery requirements.
Can a limited partnership be dissolved? Yes. In the event of the dissolution of a limited partnership, the general partners must wind up its affairs unless the court orders otherwise. Subject to any agreement between the partners, a limited partner is not entitled to dissolve the partnership by notice, and the other partners are not entitled to dissolve the partnership merely by reason of any limited partner suffering his share to be charged for his separate debt. The death or bankruptcy of a limited partner is not a ground for dissolution. The fact that a limited partner is a 'person of unsound mind' is not a ground for dissolution of the partnership by a court, unless the person's share in the partnership cannot be otherwise ascertained and realised.
Who must deliver these particulars? The general partners are responsible for the delivery of particulars whether or not the preparation of the documents was delegated to accountants or to anyone else.
The Limited Partnership Act 1907 provides for the imposition of penalties for various defaults in carrying out the requirements of the Acts and for failing to send to the Registrar the required forms. Notice of any arrangement or transaction under which a general partner will become a limited partner in the firm must be advertised in the London, Edinburgh or Belfast Gazette, as the case may be. Notice must also be advertised in the Gazette of any arrangement or transaction under which a limited partner's share in the firm will be assigned to somebody else. Until this is done these arrangements or transactions have no effect.
Limited Liability Partnership (LLP) Registration. Non-UK residents can now, in certain circumstances, use a LLP as a tax-efficient vehicle for international trade. This is in much the same way as non-UK resident companies were used prior to changes in the law for company residence tests in 1988. A new form of association/partnerships with limited liability became available when The Limited Liability Partnerships Act 2000 came into force on 6 April 2001. An LLP is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. Any new or existing firm of two or more persons will be able to incorporate as an LLP. Limited Liability Partnerships will have similar disclosure requirements to a company including the filing of accounts.
A Limited Liability Partnership, or "LLP", is not a partnership in the true sense of the meaning of that word. However, an LLP has certain characteristics which identify it as being at least a cousin of the limited partnership. The LLP is a true hybrid; for example, whilst an LLP is a separate legal entity (indeed, it is expressly stated to be a body corporate), there are no publicly filed constitutional documents. In international tax planning terms, the LLP represents both a backward and forward step. It is backward in the sense that it is now possible again for a UK incorporated entity to be managed and controlled from anywhere in the world, with few reporting requirements to the Registrar of Companies and, in certain circumstances, nominal reporting requirements to the Inland Revenue. It is a forward step in the sense that it gives international tax practitioners a UK alternative to the Delaware LLC.
The key characteristics of an LLP can be summarised as follows: an LLP is a separate legal entity under UK law; it is a body corporate. An LLP has unlimited capacity. All the members of an LLP have limited liability. All of the members of an LLP can, and commonly will, participate in the carrying on of the LLP's business. The relationship between the members themselves and the members and the LLP may be governed by a written membership agreement; any such written agreement will be a private document (i.e. there is no requirement to file it with the Registrar of Companies). So long as the LLP is carrying on a trade, profession or other business with a view to profit, it will be fiscally transparent for income tax and capital gains tax purposes. Annual returns and annual accounts must be filed with the Registrar of Companies. An annual tax return will need to be filed with the Inland Revenue, but if the LLP does not carry on any trade in the UK through a permanent establishment and has no UK source income, this will be a nil return.
For an LLP to be incorporated, there must be at least two persons associated for carrying on a lawful business (which includes an investment business) with a view to profit. Those two persons can be individuals, companies, trustees, partnerships etc., and they can be resident anywhere in the world. The process of incorporating an LLP is similar to that for a limited company. An LLP is incorporated by delivering an incorporation form, which contains details of the name of the LLP, the legal domicile (i.e. England and Wales or Scotland) of the LLP, the names and addresses of each of the members (including the designated members) of the LLP and the registered office address of the LLP, to the Registrar of Companies. A small incorporation fee must also be paid. An LLP does not have an equivalent to a company's Memorandum and Articles of Association. Members may (and should) put in place a written membership agreement to govern the relationship between the members themselves and the members and the LLP; this will remain a private document. In the absence of express agreement on particular issues, certain default statutory provisions will automatically apply to the LLP.
There is no limit on the maximum number of members, although there must be at least two formally appointed members at all times. Members are divided into two categories, namely designated and non-designated members. The duties imposed on designated members are similar to those that would normally be placed upon a director or secretary of a company limited by shares or guarantee. These are additional to the duties every member has to the LLP and include appointing auditors, signing and delivering accounts and annual returns to the Registrar of Companies, notifying the Registrar of Companies of changes to the LLP (including changes in membership, name or registered office address) and acting on behalf of the LLP if it is wound up and dissolved.
An LLP must have at least two members with designated member status. In the event that an LLP has no designated members, or only one, every member of the LLP is deemed to be a designated member. Changes to the designated or non-designated status of any member can be made at any time with the agreement of the other members, provided that the minimum requirement of having at least two designated members is always complied with, and the relevant changes are notified to the Registrar of Companies. Whilst an LLP carries on a trade, profession or other business with a view to profit, it will be (in common with general partnerships and limited partnerships) fiscally transparent for income tax and capital gains tax purposes. The profits (and losses) of an LLP will be directly attributed to its members, in accordance with the terms of the profit (and loss) sharing arrangements set out in any oral or written membership agreement, subject only to statutory adjustments in respect of, for example, relief for losses. Income and capital gains are therefore treated as income and gains of the members, as set out in the Members' Agreement. If the members are not resident in the UK and the income and gains are not from a UK source or trade, then they will have no UK tax liability. There are some anti-avoidance provisions to ensure that a LLP is not used to mitigate UK tax that might otherwise be payable. In particular, whilst they can be suitable for international trade, they should not be used for investments or property holding as specific anti-avoidance legislation is being introduced to counter their use in these circumstances. Furthermore, the profit (and loss) sharing ratios can be changed at any time and, if care is taken, any such change can be effected without adverse UK tax consequences for the affected members.
That being so, if all of the members of an LLP are non-UK resident, and the LLP does not carry on a trade in the UK through a permanent establishment and has no UK source income (but it carries on a trade, profession or other business, including an investment business, wholly outside the UK), there will be no income, profits or gains to charge to UK tax and, therefore, the annual tax return will be a "nil" return (indeed, it may be possible to convince the Inland Revenue to overlook the requirement to file an annual tax return if it will always be a "nil" return).
Finally, it should be noted that section 267A, Inheritance Tax Act 1984 ("IHTA 1984"), states that, for the purposes of inheritance tax, members of an LLP own the property of and carry on the business of the LLP, and any dealings between the members and the LLP are simply dealings between the members themselves; in other words, an LLP is fiscally transparent for inheritance tax purposes as well. This is different to the approach taken for the purposes of inheritance tax in respect of interests in general and limited partnerships.
The liability of the members of the UK LLP is limited to any agreed capital contribution. No minimum capital contribution is prescribed so this could be zero. It must have at least two members. These may reside anywhere in the world and may be bodies corporate registered in the UK or elsewhere. In particular, the rules relating to the LLP Agreement that governs the relationship between the members leaves them free to determine their relationship within the LLP. This is in contrast to the limited company, in which the relationship between the directors and shareholders is strictly defined and governed by the Companies Act 1985 and related legislation, and the common law. The Agreement is not filed on the public record.
WHAT IS A BRANCH? WHAT IS A PLACE OF BUSINESS? Instead of setting up a new UK limited company, it is possible simply to open a branch office in the UK. It is alternatively possible to register a "place of business" with even less formality. Companies can of course carry on business in the UK without needing any corporate presence in the UK - simply shipping goods into the UK from abroad will not necessarily require the non-UK company to have a presence there. Equally, a company could carry on business in the UK via an agent, franchisee or distributor. However, any non-UK company with a physical presence in the UK (other than as a UK registered company) is required to register either a branch office or a place of business. Incorporation as a branch office is appropriate where this is essentially part of an overseas company which is organised to carry on business through local representatives in the UK rather than referring it abroad. Incorporation as a place of business is appropriate where its activities in the UK are not sufficient to define it as a branch. Such activities might include internal computer processing, warehousing, or simply a representative office. A branch (which constitutes a permanent establishment) is chargeable to Corporation Tax on its annual profits and on capital gains (at the Corporation Tax rate) arising on the disposal of any asset situated in the UK, which is used for the purposes of the branch or its trade. A branch is entitled to the capital allowances on plant and machinery and industrial buildings in the same way as a UK resident company. A branch must register for VAT in the same way as a UK company and is in the same position for taxes on interest and royalties, save that any "interest" or other charges made against it by the overseas corporation of which it is the ranch will be ignored for UK tax purposes. Every overseas company which is incorporated outside the United Kingdom (England and Wales, Scotland and Northern Ireland) and Gibraltar and which establishes a branch within Great Britain is required to register a branch. It is not necessary for an overseas company which has a branch to register under the place of business regime as well.
An overseas company MAY HAVE more than one branch within Great Britain. If they each have management independence, each branch will require to be registered. If there is a main office to which the other offices report it is only necessary for the main branch to register. If two branches both report direct to the overseas parent both must register. The non-UK company's name is also a factor. Initially, the UK operation will be registered under the name of the non-UK company, but after this the UK operation will be subject to the same restrictions on company names as UK-registered companies. A name will be unacceptable if the non-UK company has the same name as a company already registered in the UK, or has a name which is prohibited under the law (e.g. because it is offensive, or suggests criminal activity). In this case, the UK operation will have the opportunity to change its name to one which is acceptable; if it does not do this, it will be unable to conduct business in the UK under its original name. A branch office or place of business must make the following clear on all of its correspondence: the non-UK company's name and country of incorporation; that the liability of the members of the non-UK
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