With well over 30 years legal and business experience, Paul Kite is an ideal choice for any business considering setting up a UK subsidiary, trading in the UK generally or wanting to appoint UK based agents or distributors.
We offer comprehensive advice ranging from starting a UK company, business contracts, employment law, data protection and Intellectual property, business premises (commercial property advice), advice for directors, corporate structures and equally importantly, general business advice and protection on an ongoing basis, such as legal updates, due diligence on suppliers.
Some of the reasons for setting up a designated UK based subsidiary company
- customers, suppliers and potential business partners in the UK may well prefer to deal with a UK based entity;
- offers the opportunity to incentivise UK based employees with shares or options;
- ability to raise finance more easily in the UK if the UK is a significant part of your business or a big potential market;
- possible tax advantages
- trading significantly in any country which is not your main base creates risks and setting up a limited company protects other parts of your business if the UK operation fails or incurs significant debts.
UK Company law – internal rules, control, management, directors
Every UK limited company must have an internal set of rules known as articles of association. The articles establish the relationship between the shareholders and the company. Many companies start by using freely available articles known as Table A articles.
There are 2 basic options for setting out internal rules such as voting rights, removing directors and a host of other issues. The options are :-
- adopt a fully tailored set of articles: This is most common when a company has multiple shareholders who wish to clearly set out their rights and obligations.
- another alternative commonly used by British businesses is to have a comprehensive shareholders agreement.
As a non-UK business there is no reason why your corporate business can’t own the shares in a UK company, but you will need to have directors who are people. You might choose nominees, but equally, there is no reason why, even as non-UK nationals, you can’t be directors of any UK subsidiary. You will however need to understand how UK law applies to your legal duties as director, and there are important areas where you could be personally legally liable if you aren’t aware of the law and don’t have good advice. We would be happy to help.
UK representatives – agents or distributors ?
An alternative to setting up a business in the UK is to appoint agents or distributors – there are many advantages of this strategy but also significant risks – we can help with protecting you under UK law, with the right contracts and advice – see more here on this topic on our site.
A further possibility is to set up a company as a joint venture with a UK representative, whether as agent or distributor – if so, you should definitely look closely at the company articles of association and shareholders agreement (see above)
Premises for your business
If you are trading in the UK you may well need either office , shop, warehouse or industrial unit premises. We can advice on all aspects of commercial property law, whether buying or leasing. More on this topic here.
Confidentiality and data protection
Data protection and confidentiality are significant issues for all businesses, not just in the UK. The issue arises in 2 basic ways :-
- compliance with UK data protection law. This applies to every business and there are detailed rules about how employee, customer and other data must be retained and protected. You will also need to register with the UK Information Commissioner, inform the individuals why their personal data is being processed and other rules.
- protecting your confidential information such as business know how, products, customers, suppliers and financial data.
UK Employment law
If you have UK employees, it is vital that you get good advice and the right employment contracts, policies and procedures. Our highly rated employment law team can help and our fees are competitive compared to bigger law firms based in Central London.
You will also need to be aware of wide ranging anti-discrimination laws in the UK, protecting employees from forms of discrimination including sex, race, disability, age, religion and to appreciate that discrimination can happen even before employment, such as in the recruitment process.
Other employment related legal formalities include registering as an employer with HM Revenue & Customs and operating a payroll system and deducting from salaries the appropriate amounts for National Insurance and Income Tax either on a monthly or quarterly basis.