Forming a Company in UK

Overview

The UK has an open, transparent and business-friendly system to encourage the formation of new businesses. There are more than 2.7 million registered companies in the UK, with over 370,000 new registrations each year. No permission is required to establish a business presence in the UK, although there are regulations on the use of business names and certain business sectors which may require licenses or authorisation (such as finance, defence and oil exploration).

Companies House is the key government organization that co-ordinates the administration of businesses in the UK (Companies Registry in Northern Ireland). Detailed guidance on the requirements for forming a company in the UK is available at: www.companieshouse.gov.uk (for England, Scotland and Wales) or:

www.companiesregistry-ni.gov.uk (for Northern Ireland).

Independent professional advice on forming a company in the UK can also be obtained from accountants, solicitors and company formation agents (see Appendix A for further information).

Definition of a UK registered company

The majority of foreign investors will establish a UK registered company when setting up in the UK. There are four different types of UK registered company:

  •     Private company limited by shares (“Ltd”) – the members’ liability is limited to the amount unpaid on shares they hold.
  •     Private company limited by guarantee – the members’ liability is limited to the amount they have agreed to contribute to the company’s assets if it is wound up.
  •     Private unlimited company – there is no limit to the members’ liability.
  •     Public company limited by shares (“plc”) – the company’s shares are offered for sale to the general public through a stock exchange and the members’ liability is limited to the amount unpaid on shares held by them.

The vast majority of foreign businesses are established as a company limited by shares, either as a private limited company or as a public limited company. Most foreign companies set up a private limited company that is a subsidiary of the overseas company (for a formal definition of a subsidiary, please see:

www.clickdocs.co.uk/glossary/subsidiary-company.htm )

Setting up a UK registered company

It is a straightforward process to establish a company in the UK and there are no separate rules for foreign nationals. To register a company, certain mandatory documents such as the “Memorandum of Association” and “Articles of Association”, must be filed with Companies House (for England, Scotland and Wales) or with Companies Registry (for Northern Ireland).

The documentation can be prepared and the company registered in a day, provided that standard Memorandum of Association and Articles of Association are adopted (it can take considerably longer if tailor-made Memorandum of Association and Articles of Association are required). “Ready-made” companies are available from company formation agents throughout the UK.

Alternative business structures for foreign investors

Instead of registering a UK company, foreign businesses can establish a presence in the UK through the following:

  •     A branch
  •     A place of business
  •     A partnership
  •     A limited partnership
  •     A limited liability partnership
  •     A joint venture
  •     A European public limited company (SE)

a) A branch

A branch is part of an overseas limited company organised to conduct business through local representatives in the UK.

After opening a branch, the following documents must be submitted to Companies House (or Companies Registry in Northern Ireland) within a month:

  •     a completed BR1 form,
  •     a certified copy of the company’s constitutional documents (for example, the charter, statute, and operating agreement),
  •     a copy of the latest set of audited accounts required to be published in the overseas country, and
  •     the registration free (currently GBP 20 in England, Scotland and Wales, and GBP 35 in Northern Ireland).

Constitutional documents and accounts must be in the home country language of the overseas company, with (if not in English) a certified translation made in the country where the company was incorporated.

b) Setting up a place of business

A place of business gives a physical or visible indication that a company may be contacted there. An overseas company also has to register if it regularly conducts business from a particular location in the UK, even if there is no physical sign of the company’s connection with it.

Within a month of establishing a place of business, the company must submit the following documents to Companies House (or Companies Registry in Northern Ireland):

  •     a completed 691 form (for England, Scotland and Swales) or 641 form (for Northern Ireland),
  •     a certified copy of the company’s constitutional documents (for example, the charter, statute and operating agreement), and
  •     the registration fee (currently GBP 20 in England, Scotland and Wales, and GBP 35 in Northern Ireland).

Constitutional documents and accounts must be in the home country language of the overseas company, with (in not in English) a certified translation made in the country where the company was incorporated.

c) Partnerships

Individuals, including overseas investors, can set up as a partnership in the UK. The partners have “joint and several” liability for all debts. This means that if a partner or a number of partners cannot pay, or be made to pay, their share of any debts, the other partners become liable (in addition to their own share of debt).

d) Limited partnerships

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.

A limited partnership must be registered under the Limited Partnership Act of 1907. To register, all partners must sign and submit Form LP5 – including details of the business name, nature of the business, commencement date and the sum contributed by each limited partner – to Companies House (or Companies Registry in Northern Ireland).

An overseas limited partnership cannot usually register in the UK because the main place of business of a limited partnership has to be in the UK.

e) Limited liability partnerships (LLP)

An LLP is an alternative corporate business structure providing the benefits of limited liability but allowing its members the flexibility of organizing their internal structure and tax arrangements as a traditional partnership.

Any new or existing firm of two or more “persons” (in law a “person” can be an individual or a company) can incorporate as an LLP. An LLP is incorporated by registration at Companies House or Companies Registry in Northern Ireland (following a similar process to that required for registering a company).

LLPs have similar disclosure requirements to a company, including the filing of accounts. They are also required to:

  •     file an annual return,
  •     notify any changes to the LLP’s membership,
  •     notify any changes to their members’ names and residential addresses, and
  •     notify any change to their Registered Office address.

For further detailed information on LLPs, please see:

www.companieshouse.gov.uk/infoAndGuide/llp.shtml

f) Joint ventures

An overseas company can form a base in the UK by joining with a British company. Such joint ventures (JV) are usually with limited companies or as a partnership. Information on possible JV partners is available from the relevant UK trade association. For further information, please contact the Trade Associations Forum at: www.taforum.org

g) European public limited company

European legislation allows overseas companies to establish a European public limited company (also known as a “Societas Europaea” or “SE”) in the UK. An SE can be registered in any country within the European Economic Area although the registered office and head office must be in the same country.

There are several ways of forming an SE:

  •     By merger
  •     As a holding company
  •     As a subsidiary
  •     By a plc transforming into an SE

An SE must have share capital and shareholders whose liability is limited in a similar manner to that of a plc. As with a plc, an SE registered in the UK may denominate its share capital in any currency it chooses, provided that at least GBP 50,000 is denominated in sterling.

The major benefit of an SE is that the registered office can be transferred to another European country without a loss of legal status (avoiding, for example, the requirement to deregister the company in one country and reregister in another).

For further detailed information on the procedures to establish an SE, please see:

http://www.companieshouse.gov.uk/about/gbhtml/gpo6.shtml

Choosing a company name

Regulations restrict the choice of a company name. A company name cannot be chosen if it is the same as an existing registered company or uses certain words regarded as sensitive (please see www.companieshouse.gov.uk/about/gbhtml/gbf3.shtml#appa for a list of sensitive words).

Before applying to set up a company, or doing anything to change its name, it is recommended that a search of the company name index is undertaken. Please see:

www.companieshouse.gov.uk (for England, Scotland and Wales) or

www.secure.detini.gov.uk/crni/companysearch.aspx (for Northern Ireland).

Further Information

As information changes from time to time, please contact the organizations listed or UK Trade & Investment to confirm any item that you intend to rely on.

This information was produced by the Marketing Group of:

UK Trade & Investment

9th Floor

Kingsgate House

66-74 Victoria Street

London, SW1E 6SW

Tel: +44 (0) 20 7215 4957

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Website: www.ukinvest.gov.uk

Appendix A

Contact details for solicitors and accountancy firms:

England and Wales:

The Institute of Chartered Accountants in England & Wales

Chartered Accountants Hall

PO Box 433

Moorgate Place

London, EC2P 2BJ

Tel: +44 (0) 20 7920 8100

Website: www.icaew.co.uk

Association of Chartered Certified Accountants

20 Lincoln’s Inn Fields

London, WC2A 3EE

Tel: +44 (0) 20 7059 5000

Website: www.accaglobal.com/

The Law Society

113 Chancery Lane

London, WC2A 1PL

Tel: +44 (0) 20 7242 1222

Website: www.lawsociety.org.uk

Scotland:

The Institute of Chartered Accountants of Scotland

CA House, 21 Haymarket Yards

Edinburgh, EH12 5BH

Tel: +44 (0) 131 347 0100

Website: www.icas.org.uk

The Law Society of Scotland

26 Drumsheugh Gardens

Edinburgh, EH3 7YR

Tel: +44 (0) 131 226 7411

Website: www.lawscot.org.uk

Northern Ireland:

The Institute of Chartered Accountants in Ireland

The Linenhall

32-38 Linenhall Street

Belfast, BT2 8BG

Tel: +44 (0) 289 032 1600

Website: www.icai.ie

The Law Society of Northern Ireland

40 Linenhall Street

Belfast, BT2 8BA

Tel: +44 (0) 289 023 1614

www.lawsoc-ni.org/

Establishment of a LTD Company in Greece

A Limited Liability Company called in Greek Law "etairia periorismenis efthinis (E.P.E.) (Mainly Law 3190/1955, Presidential Decree 419/1986) has the features of a partnership and a corporation. It constitutes a convenient form of organization for both small and medium-size enterprises. The liability of the participants is limited to the amount of their contribution.

Establishment

An EPE may be formed by one, two or more natural persons or legal entities, however a natural person or legal entity, may not be a single-partner of more than one EPE. The structure and operation of the EPE is ruled by the Articles of Association (Statute) which must be executed before a notary public, constitutes a registered public document and must state the following:

• Founders/shareholders: full name, profession, domicile and nationality.
• The company name: the company name of the EPE must either be formed by the name of one or more of its shareholders or by the business object and in all cases must include the additional designation "Limited Liability Company".
• The registered office: must be established within the area of a Greek municipality or community.
• The object of the company: i.e. the kind of business that it will conduct. A Limited Liability Company may not carry on business that according to the law is conducted only by another type of company, i.e. banking and insurance business is provided by companies in the form of S.A. only.
• The equity capital: the minimum required equity capital amounts today to Euros 18,000 paid in full, either in cash or other assets as long as it is an asset viewable in the Balance Sheet. However, at least 50% of the capital must be paid in cash. If assets are contributed, their value must be officially appraised by a special committee according to the provision of Art. 9 of Law No. 2190/1920. The company's capital is represented by company shares of a nominal value of Euros 30 or multiples thereof. The shares of a Limited Liability Company are not negotiable instruments, in principle they are freely transferable and inheritable. The company's capital should be fully paid upon the signing of the Articles of Association. If the partners are not Greek nations, natural persons or legal entities then, it must be certified with a "pink slip" issued by a bank, that the amount corresponding to the contribution of the partners, has been officially imported into Greece, prior to the deed of formation of the company.
• The duration of the company: The company is formed for a fixed period, as stipulated in the statute.
• The contribution of each founder.

Registration and Publication Procedures

• Within one month after the signing of the notary deed containing the Articles of Association, the company is registered in the Companies' Registry of the local First Instance Court (where the company's registered office is located). The competent Secretary registers the agreement in the Limited Liability Companies Registrar.
• An announcement of the registration and a summary of the deed containing the names of the partners, the company name, the registered office, the object of the company and the capital, the way of representation of the company etc. must be published, under the supervision of the partners or the managers, in the Government Gazette, "Bulletin of Corporations and Limited Liability Companies". The company acquires legal personality, only after completion of the above-mentioned procedure and the publication date of the Gazette is deemed as the date of incorporation of the company.
• Upon establishment, the company is required to register with the Tax Office and procure accounting and company books stamped by the Tax Authorities and also register with the Local Chamber of Commerce.

Operational Structure

A Limited Liability Company operates on the basis of the Partners Meeting and the Administrator.

a) Partners Meeting Major corporate issues may only be decided at a meeting of partners, which is characterized by the law as the "supreme corpus" of the company. These include amendments to the articles of association, the appointment or removal of administrators, the approval of the balance sheet, the distribution of profits, the commencement of legal proceedings against the administrators of the company or its members and the extension of its duration, amalgamation or dissolution of the company. Each partner has at least one vote at the meeting. If a partner holds more than one share, the number of his votes is equal to the number of his shares. A meeting of the partners must be convened at least once every year and within three months following the completion of the company's accounting period. The resolutions to be adopted at the meetings are generally passed with a majority of more than one half of the partners representing more than one half of the total capital of the company. However, a resolution involving an amendment to the articles of association, including the increase or decrease of the capital (which should take place in the presence of a notary public), requires a majority of at least three quarters of the partners representing at least three quarters of the company's articles of association. Notice: Limited by Shares companies may be transformed into a Limited Liability company.

b) Administrator The management of a limited liability company may be entrusted under the articles of association or by a resolution adopted at partners meeting, to one or more administrators who may or may not be partners. This type of company does not have a board of directors.

Cost of Establishment of a Limited Liability Company (EPE)

Currently, the cost is determined by the following factors:

• Capital concentration fee: 1% of the equity capital.
• Lawyers' Social Funds: (5.80 + 0.30%)
• Government Gazette fee: Euros 290.
• Registration with the Chamber of Commerce (Euros 30 for prevalidation and Euros 372 for registration).

UK

Introducing the United Kingdom

The United Kingdom is made up of England, Wales, Scotland and Northern Ireland. It has a long history as a major player in international affairs and fulfils an important role in the EU, UN and Nato. The twentieth century saw Britain having to redefine its place in the world. At the beginning of the century it commanded a world-wide empire as the foremost global power. Two world wars and the end of empire diminished its role, but the UK remains a major economic and military power, with considerable political and cultural influence around the world.

united_kingdom1

Overview

Britain was the world's first industrialised country. Its economy remains one of the largest, but it has for many years been based on service industries rather than on manufacturing. Despite being a major member of the EU, the country is not part of the euro zone, and the question of whether it will join any time soon appears to have receded for the moment. The government has said a series of economic criteria must be met before the issue can be put to a referendum. In recent years the UK has taken steps to devolve powers to Scotland and Wales. The Scottish Parliament in Edinburgh and the National Assembly for Wales in Cardiff opened in 1999, and the possibility of devolution for the English regions has also been discussed. In Northern Ireland, after decades of violent conflict, the Good Friday agreement of 1998 led to a new assembly with devolved powers, bringing hopes of lasting peace. The assembly was suspended in 2002 amid a row over alleged IRA activities. Its suspension was to last for three and a half years. In a bid to restart the political process and after consultations with Dublin, the UK passed legislation paving the way for the recall of the Northern Ireland Assembly in May 2006. But assembly leaders missed a November deadline to form a power-sharing executive. Assembly elections in the following March led to the eventual swearing-in of the leaders of the power-sharing government on 8 May 2007, ending five years of direct rule from London.

Diversity

The UK is ethnically diverse, partly as a legacy of empire. Lately, the country has been struggling with issues revolving around multiculturalism, immigration and national identity. This is against a background of concerns about terrorism and political and religious radicalism, heightened after the suicide bomb attacks on London's transport network in 2005. Some politicians and commentators say a stronger sense of shared British values is needed to foster integration within a mixed society. And while some advocate tough policies on limiting immigration, others attempt to put the case for it as a positive force. One of the more recent trends in migration has been the arrival of workers from the new EU member states in Eastern Europe.

Culture

The UK has been at the forefront of youth culture since the heyday of the Beatles and Rolling Stones in the 1960s. It has a rich literary heritage encompassing the works of English writers such as William Shakespeare and Charles Dickens, Scot Robert Burns, Welshman Dylan Thomas and Northern Irishman Seamus Heaney. Traditional music has deep roots across the UK, which has also produced classical composers from Henry Purcell in the Baroque period to Benjamin Britten in the 20th century.
Doing business in the UK
The British are rather formal. Many from the older generation still prefer to work with people and companies they know or who are known to their associates. Younger businesspeople do not need long-standing personal relationships before they do business with people and do not require an intermediary to make business introductions. Nonetheless, networking and relationship building are often key to long-term business success. Rank is respected and businesspeople prefer to deal with people at their level. If at all possible, include an elder statesman on your team as he/she will present the aura of authority that is necessary to good business relationships in many companies.

British communication styles

The British have an interesting mix of communication styles encompassing both understatement and direct communication. Many older businesspeople or those from the 'upper class' rely heavily upon formal use of established protocol. Most British are masters of understatement and do not use effusive language. If anything, they have a marked tendency to qualify their statements with such as 'perhaps' or 'it could be'. When communicating with people they see as equal to themselves in rank or class, the British are direct, but modest. If communicating with someone they know well, their style may be more informal, although they will still be reserved.

Business meetings

Punctuality is a very British trait. It is especially important in business situations. In most cases, the people you are meeting will be on time. Always call if you will be even 5 minutes later than agreed. If you are kept waiting a few minutes, do not make an issue of it. How meetings are conducted is often determined by the composition of people attending. If everyone is at the same level, there is generally a free flow of ideas and opinions. If there is a senior ranking person in the room, that person will do most of the speaking. In general, meetings will be rather formal and always have a clearly defined purpose, which may include an agenda. There will be a brief amount of small talk before getting down to the business at hand. If you make a presentation, avoid making exaggerated claims. Make certain your presentation and any materials provided appear professional and well thought out. Be prepared to back up your claims with facts and figures. The British rely on facts, rather than emotions, to make decisions. Maintain eye contact and a few feet of personal space. After a meeting, send a letter summarising what was decided and the next steps to be taken.

Public Private Partnerships in Greece

Agency & Distribution Agreements under the E.U.

Greece has come to Public Private Partnerships relatively late amongst the older nations of Europe. Recognising that it will face stiff competition for resources in what is becoming an increasingly globalised market, the PPP Unit of the Ministry of Finance has taken care to plan a programme to excite interest at home and abroad. The success of this approach can be judged from the number of companies from beyond the borders of Greece attending the recent conferences to promote the PPP programme. Contractors, investors, senior lenders (including, very importantly, the European Investment Bank) and advisers from across Europe and beyond have been actively assessing opportunities.

There are 32 projects in the first wave across a wide range of sectors including government buildings, schools, hospitals, defence, leisure, security and waste. The projects range in size from €16 million to €342 million both NPV (in each case plus 20% for insurance and heavy maintenance). Some of the smaller projects fall below what would be regarded in some countries as suitable for a PPP and it will be interesting to see how the market responds to these smaller deals. One common feature of PPPs is that the bidding stages are expensive for both the procuring authority and the bidders relative to conventional procurement.

Perhaps in recognition of the cost issue, the PPP Unit has so far adopted restricted procedure for tenders for the few PPP projects that have so far come to the market. This should have the effect of simplifying and accelerating the process compared to countries where competitive dialogue is used for PPPs. There will, however, be a price to be paid by the Greek government for using restricted procedure, in terms of reduced scope for the private sector to introduce innovative solutions. It also seems possible that a single round bidding process will not yield the level of price competition that is achieved when bidders have to refine their prices through several bid rounds. It remains to be seen whether the use of restricted procedure will deliver the same value for money as is seen in PPPs elsewhere.


Historically there have been certain cultural features of tendering for public works in Greece that may have tended to deter foreign companies from becoming involved. The PPP Unit has been very open in recognising the need to address this issue head-on and its adoption of restricted procedure for all procurements so far under the PPP programme (the advisory appointments as well as the project themselves) is at least in part designed to ensure that all tenders are awarded on strictly objective and verifiable grounds. Nobody should be in any doubt as to the criteria that will be applied to select the preferred bidder and how they are going to be applied and there should be little or no scope for argument after the event.

At the time of writing (early June 2008) only two PPP projects have reached the stage of having a short-list of pre-qualified bidders and only one of those (7 new fire stations for the Hellenic fire brigade) has issued tender documents to the bidders. It was already known that the PPP Unit intended to learn from the experience of countries with more established PPP programmes, especially the UK. The fire stations Partnership Agreement very closely follows the standard form of Project Agreement published in the UK by the 4Ps, which in turn conforms to version 4 of the guidance on standardisation of PFI contracts published by HM Treasury in the UK, commonly known as SOPC4. Minimal changes have been made to convert the standard from English to Greek law. This should be comforting for everyone concerned, but especially any international participants, as the risk allocation between the public and private sectors represented by SOPC4 has been thoroughly tested and has been shown very many times to be bankable in the project finance market.
There are some areas of concern, where we must all await developments with interest. Although there have been several large BOT projects in Greece, there is relatively little experience of project finance and the disciplines that it introduces. Of necessity, there are lessons that will have to learned here.

There is almost no facilities management industry in Greece. It is an essential feature of PPP projects that there is a competitive industry able to provide the long term operation and maintenance of the facilities procured through PPPs. These projects will typically last for 25 years or more with the construction phase being complete within the first two or three years of all but the very largest projects. Most of the long term risks, therefore, arise in the operation and maintenance phase. The majority of those risks will need to be subcontracted to the facilities management or operations subcontractor, who will be locked in at a fixed price (other than indexation for inflation) for the duration of the project. One of the essential protections for the funders (senior debt and equity) is the ability to remove the facilities management subcontractor if the project is running into problems and appoint a replacement. The funders have to be confident that there will be a competitive market to which they can turn to find the replacement at a reasonable price. In many other countries there is a thriving facilities management industry quite apart from PPPs. It is reasonable to expect that the Greek PPP programme will prove to be the catalyst for the growth of such an industry in Greece and there looks to be a real gap in the market here, ripe for exploitation. Without it, the PPP programme may struggle.

The PPP Unit is promising that it will bring a first wave project to the market more or less every month. They have recognised that deal-flow is one of the keys to ensuring healthy interest from investors, senior lenders, contractors and advisers. It is also clear that there is a recognition on the public sector side that profit is not a dirty word. Private sector businesses exist to make profits and they must be allowed a reasonable opportunity to make a fair return if the PPP programme is to be a success. There is strong international competition for money, expertise and other resources for PPP projects. Greece has understood this and gone out of its way to make its PPP programme attractive. There are sure to be some hiccups along the way and doubtless things will not go quite as quickly as the government might hope, but all the signs are that the Greek PPP programme is going to be a great success.

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