OUR PRICES

The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: United Kingdom

UK Non Resident Company

The term 'offshore' is not used in UK legislation or in describing company forms. In UK there are no specific forms of company or other entities designed for offshore operation.

Legal form: Private limited liability companies are the most common form of business entity used in UK.  The essential features of a private limited liability company are that the liability of members is limited to the amount of share capital subscribed to.

Name of the company: UK companies must use the suffix Limited or Ltd to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society British, National, Great Britain, United Kingdom, England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish – (if the words are used as a suffix, they are normally allowed). The initials 'GB' or 'UK' do not require approval.
’European’ - will not be approved if they imply unjustifiable connection with EU. ‘International’  - as prefix major activity must be overseas trading, as suffix, company activity must be in 2 or more overseas countries or any other words deemed sensitive or offensive.

Memorandum and Articles of Association:  A company is formed by submitting its Memorandum and Articles of Association to the Companies House along with the registration fee. Every company has a Memorandum of Association (except for an LLP), which determines its name, where its registered office may be situated and what it may do (its objects). The rules for the conduct of the company's internal affairs are contained in its Articles of Association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.

Shareholders: The minimum number of shareholders is one, the maximum number of shareholders is fifty in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.

The share capital: There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital in usually 1,000 pounds or above.

Directors of the company and secretary: According to the Companies Act every company must have at least one Director. A sole director cannot also be the secretary. Therefore, a company must have at least two officers, a director and a company secretary. However, it is possible for the company secretary to also be a director of the company if another director or secretary is also appointed.

Registered office: Every company must have a registered office, which is the address to which any formal communications may be sent. The company may change its registered office at any time by completing form 287, but the change only takes effect when it is registered at Companies House. The registered office must be a physical location as people have the right to visit the office to inspect certain registers and other documents. They should also be able to deliver documents there by hand. The registered office can be anywhere within the area stated in the company's memorandum. For a company incorporated in England and Wales, this will usually be England and Wales, but it may be just Wales. For a company incorporated in Scotland, it must be Scotland.

*The 2005 Pre- Budget Report announced that the starting rate and non-corporate distribution rate would be replaced with a single banding for small companies set at the existing small companies' rate.

Non resident status: UK companies whose place of effective management is located in a country which has ratified a double tax treaty with the UK, based on the OECD Model, will be considered non-UK resident for UK tax purposes (s249 FA 1994). Such a UK company will only be liable to pay UK tax if it receives UK source income, although even this income may be protected from UK tax by virtue of the relevant treaty. The treaty must contain a tiebreaker clause, which determines the residency of a corporate body by reference to the place of effective management of the company. Not all treaties concluded by the UK contain this particular provision. Therefore the choice of location of a UK non-resident company is narrowed down. This choice is further narrowed down by the fact that naturally the company will be looking for a location with favorable tax system and financial infrastructure. Such a choice of location should satisfy the following basic requirements: Low rate of tax; Availability of double tax treaties with other countries; Freedom from exchange controls. The UK registration of any particular company derives substantial commercial advantages. The shareholders of such companies enjoy the benefits of prestige and reputation associated with UK registered companies. However, when the nature of the business activities of this UK registered company can be carried out from outside the UK then the company can become non-resident for tax purposes as already described.

Audit and financial returns: Companies House will send a 'shuttle' annual return form to a company's registered office each year containing details of the information held on the Companies House database.
This should be checked and amended as appropriate. Any additional information required, such as current share capital and details of members, should be provided and the signed form returned to Companies House within 28 days of the date shown on the form. If it is late, the company and its directors and secretary are liable to prosecution.
The first annual return must be made up to a date not more than 12 months after incorporation. Further returns should be at intervals of not more 12 months. A company must have an auditor, and accounts must be filed each year with the Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.

Meetings: Company meetings need not be held in UK.

Time needed for formation: Usually it is 1 working day.

In order to proceed with the formation of the UK company please visit our  how do I start  page and then proceed to  filling in our application form