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UK Limited Company Formation

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UK Limited Company Formation

double taxation agreements (DTA) Yes, with most countries
income tax Companies 0-19% for medium-sized businesses up to a profit of £300,000, and then progressively increases up to 30%
tax free receipt of foreign dividends No
EU Parent-Subsidiary Directive applicable Yes
Holding company privileges No
Banking secrecy High
Nominee relationships allowed Yes

England has a double-taxation agreement = DTA with most countries. EU freedom of establishment is applicable. From a European point of view, NO commercially equipped business operation is required for the approval of a tax operating business in England, and neither is the proof of any active business in England. The English income tax amounts to 0-19% for medium-sized businesses up to a profit of £300,000, and then progressively increases up to 30%.



Holding Company

Great Britain as opposed to most of the other European locations for holding companies offers the following advantages:

  • No tax on dividends and since 6th April 1999 no tax of profit on dividends paid out to foreign shareholders (abolition of the ACT).

  • Full exemption for interest on loans to finance foreign participation on principle as well as flexible possibilities to balance out such exemptions against other taxable UK profit.

  • No issue stamp duties when companies are founded or their capital is increased.

  • The options to transfer the substancial business into the main companies are better. This is of essential importance for a holding company to avoid difficulties when they are exempt from withholding tax duties, e.g. when a transfer from a European subsidiary to the main company takes place.
However, we have to point at some disadvantages as well:
  • The exemption of foreign dividends often has to rely on the use of separate "mixing" holding companies.

  • Profit on capital is fully taxable. There are possibilities to get certain exemptions by applying suitable planning measures. The British foreign tax policy has to be taken into account when planning and expert advice is recommendable.
In total the advantages are predominant. It is therefore not astonishing that Great Britain has gained a lot in popularity as a location for holding companies. This really does fit with the fact that London has become Europe's favourite tourist destination.

The following services are included in our complete packages UK Limited:

Forming of the company, entry in the commercial register of the country, apostille, notarially certified translations of certificates into English, unless official language

  • Nominee director: An attorney in the formation country will act as nominee director of the company (to the outside) and transfers all rights and obligations internally to the actual beneficiary (notarial deed of trust). The director does not have any account authority.

  • Nominee shareholder: a tax office in the formation country will act as nominee shareholder (to the outside) of the company and transfers all rights and obligations internally to the actual beneficiary (notarial deed of trust).

  • Domicile of the company in the formation country: deliverable postal address, availability by telephone, telephone and fax, mail forwarding service

  • Account opening: bank account for the company at a renowned major bank in the formation country, internet banking, VisaCard and cheques. Only the founder of the company is authorized to have access to the account.

  • General power of attorney to the founder: Only the founder receives a notarially certified general power of attorney for the company.

  • Recommendation of a renowned tax office in the formation country, for book-keeping and accounting

  • Internet-homepage of the company hosted on a server in the formation country: 5 pages for presentation of services/products, feedback form, imprint, e-mail address. May be extended at any time.

The fees for the complete packages include the services mentioned above; any special services (nominee director and shareholder, domicile) are paid for one year.

-FEES FOR UK LIMITED COMPANY - PERMANENT ESTABLISHMENT IN the UK

-Formation of a UK Ltd: Company name availability check, registration with the Companies House, all documentation, preparation of memorandum, preparation of articles of incorporation, statutory register, help file (including templates for: letterhead for UK permanent establishment and representative office or branch subsidiary outside the UK, invoicing, employment contract or independent contractor agreement, specifications for UK website, and much more): EUR 998.00

-Registered Office (NOT sufficient for an “ordinary place of business,” see Head Office below; a Head Office is generally a co-requirement): EUR 190.00 for the first year, GBP 84 per year thereafter.

-Apostille set, notarized certifications: Company statutes in English, notarized by the Companies House; company statutes in the language of the client’s home country, translated and notarized by a sworn translator approved by the UK courts; commercial register entry, notarized by the Companies House and apostilled by the UK Foreign Office: EUR 990.00 (required only if a subsidiary location or non-independent branch location registered with the trade authorities is to be established outside the UK, not for representation. Is also required for opening bank accounts outside the UK).

-Maintenance of your company statutory books (all communication with the British tax authorities and HMRC/Companies House via fax, telephone, e-mail, creation of Annual Return, deadline check with HMRC and Companies House, NO bookkeeping/year-end accounts): EUR 400.00 for the first year, GBP 120 per year thereafter.

-Appointment of a Company Secretary: EUR 290.00 per year

-Nominee director, legal entity: No “formation director” or director in “Belize” (beware of cheap offers!), British tax advisory and law office appointed as director of the company, accessible and reachable throughout the term of the agreement (unfortunately this is not always the case), nomineeship agreement between the nominator and nominee. EUR 700.00 for the first year, plus EUR 400 administration fee.

Note: In accordance with UK law, legal violations may lead to restriction of access for the director. For this reason, agreements to be signed by the nominee director must undergo prior legal review. Our UK tax advisors/attorneys charge between EUR 70 and EUR 150 per agreement that they are asked to sign in their capacity as nominee director. Independently thereof, the nominator (client) holds general power of attorney and thus has the ability to sign contracts independently (“on behalf of”), in which case no costs are incurred.

Warning: As of October 2008, legal entities are NO LONGER allowed to act as directors of UK Limited companies, only natural persons.

-Nominee director, natural person: No “formation director” or director in “Belize” (beware of cheap offers!), an employee of the British tax advisory and law office is appointed as director of the company, accessible and reachable throughout the term of the agreement (unfortunately this is not always the case), nomineeship agreement between the nominator and nominee. EUR 1,500.00 per year for the first year plus EUR 500.00 administration fee (due to the high liability risk, this service is subject to certain requirements, please inquire!)

Note: In accordance with UK law, legal violations may lead to restriction of access for the director. For this reason, agreements to be signed by the nominee director must undergo prior legal review. Our UK tax advisors/attorneys charge between EUR 70 and EUR 150 per agreement that they are asked to sign in their capacity as nominee director. Independently thereof, the nominator (client) holds general power of attorney and thus has the ability to sign contracts independently (“on behalf of”), in which case no costs are incurred.

-Permanent director:  An employee of the British-based office acts as director of the UK limited company, with a General Manager’s contract plus wage and social security benefits. Fees depend on expenses and income of the Ltd, between EUR 600 and EUR 1500 per month.

-Client becomes second director: Founder/client/beneficiary becomes a second director of the limited company with joint signing authority (both signatures required): One-time fee of EUR 490.00

-Nominee shareholder: English tax advisory and law office acts as nominee shareholder of the limited company (X - 100% shareholder): No formation shareholder or shareholder in Belize (beware of cheap formation offers!): EUR 980.00 for the first year, plus EUR 400 administration fee.

-London Head Office, Version 1: A Registered Office does NOT sufficiently constitute an ordinary place of business in the UK (could be viewed as a dummy corporation and/or the UK financial authorities may deny VAT registration). In Version 1, the UK Ltd receives its own phone and fax number with voicemail; incoming phone calls are forwarded to you via e-mail as sound file attachments; otherwise, a deliverable postal address is provided and mail is forwarded on to you. This prevents suspicion of a dummy corporation in connection with your nominee director's "real office" (this is crucial): EUR 690.00 for the first year, thereafter EUR 260.00 per year plus mail forwarding fees (EUR 50.00 deposit required)

-London Head Office, Version 2: A Registered Office does NOT sufficiently constitute an ordinary place of business in the UK (could be viewed as a dummy corporation and/or the UK financial authorities may deny VAT registration). Version 2: Deliverable postal address in the US, mail forwarding, your own telephone number with personal answer service in the name of the company, fax, call forwarding to your phone available, company nameplate. Lease agreement between the landlord and the Ltd. Offered by our British-based tax advisory office at the office site, i.e. at the nominee director’s place of management. Temporary use of office and conference spaces for an additional fee optional. You will be notified of incoming phone calls via e-mail, fax or SMS. Fees: EUR 250.00 per month (payable 6 months in advance), one time setup fee of EUR 600.00. Call forwarding: plus any incurred call charges from British Telecom.

-London Head Office, Version 3: A Registered Office does NOT sufficiently constitute an ordinary place of business in the UK (could be viewed as a dummy corporation and/or the UK financial authorities may deny VAT registration). Telephone answering with company name, company address in London, company nameplate, mail forwarding, temporary rental of fully equipped office and conference rooms: http://www.eoffice.co.uk/services/virtualofficepremium.htm or www.regus.com. We will put you in touch with the provider, agreement signed between your Ltd and the Business Center.

-VAT registration/Sales tax ID number: GBP 249.00 Payable directly to the tax advisory firm in London, not included in the package. Within the scope of intra-Community deliveries and services, the VAT-registered UK Ltd issues invoices excluding VAT, as long as the service recipient is located outside the UK and also holds a VAT ID (6th EU Directive, reversal of turnover tax liability, service recipient pays VAT). VAT registration required for sales higher than GBP 60,000 per year.

-New bank account setup in the UK: New bank account including Visa card and online banking, Beneficiary has sole transaction authority: One-time fee of EUR 790.00

-New bank account setup in Austria (including online banking, Visa and debit card): One-time fee of EUR 900.00 The apostille set is required for this service. No travel to Austria is required. Austria offers a very high level of banking secrecy as guaranteed by its constitution; no information is disclosed except in serious criminal cases.

-Registration of a non-independent branch location (available in Germany, Denmark, France, Italy and Spain): The UK Ltd and permanent UK establishment must apply for registration and NOT the client. (beware of cheap providers!). Considerable administrative expenses are therefore incurred. The apostille set is required for this service: One-time fee of EUR 700.00

One-time fee amounts are calculated in advance and are understood to be net plus VAT if applicable. Partial payments (50% in advance, 50% after receipt of formation documentation by fax) incur a 5% fee. If taking over an existing Ltd, the fee must always be paid in full and in advance.

Annual fees (as of the first year) are considered deductible expenses and therefore reduce your taxable income. The same applies to costs for tax advisory services and year-end accounts. Foundation fees can be billed as "Tax and legal advisory services" to your German-based company, for example, and are equally deductible.

Fees for bookkeeping, advance sales tax reporting, year-end accounts (UK tax adviser)

Bookkeeping Price Plans

Name:

Monthly Fee

Inclusive Transactions per Month

Light

£49

25

Compact

£79

50

Standard 

£99

 75

Premium

£149

150

 

include:

 

Inclusive transactions according to price plan

Up to date bookkeeping at all times

Creation of own dedicated accounts website to view your accounts online

Monthly management account reports to view and print

FREE VAT Registration if required

VAT Return (automatically updated during period) to view and print

Preparation of the annual Corporation Tax return

Year End Accounts for submission to Companies House and HMRC

Electronic document storage (PDF) for all your accounts

Qualified, UK based Customer Account Manager (for all queries etc)

 

 

 
 

 

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