The United Kingdom

CORPORATE FEATURES

GENERAL INFORMATION:

The United Kingdom, which consists of England, Scotland, Wales and Northern Ireland, lies off the Western Coast of Europe. It has a total landmass of approximately 241,590 sq. km.

POPULATION

The total population of the United Kingdom is approximately 58 million of which at least 9 million live in the Greater London area. 5.25 million people live in Scotland, with a further 1.5 million resident in Northern Ireland. The population of Wales is also approximately 1.5 million.

POLITICAL STRUCTURE

The United Kingdom has a hereditary monarchy, and the Head of State is Queen Elizabeth II, who ascended the throne on 6th February 1952. The legislature is bicameral. The Upper House being the House of Lords and the Lower House the House of Commons.

INFRASTRUCTURE AND ECONOMY

The United Kingdom is one of the world's great trading powers and financial centres, and its essentially capitalistic economy ranks among the four largest in Western Europe. Agriculture is intensive, highly mechanised and efficient by European standards, producing 60% of food needs with only 1% of the labour force.

The United Kingdom has large coal, natural gas and oil reserves; primary energy production accounts for 12% of GDP, one of the highest for an industrial nation. Services industries, particularly banking, insurance and business services, account for the largest proportion of GDP, whilst industry continues to decline, now only employing 25% of the work force.

LANGUAGE

The official and spoken language is English.

CURRENCY

UK Pound.

EXCHANGE CONTROL

None.

TYPE OF LAW

Common Law.

• Companies Act 1985 (as amended)
• The Income and Corporation Taxes Act 1988

COMPANY INFORMATION:

LONDON REGISTRY

As long as a client is prepared and able to wait for seven days a "custom-made" new UK company formation may not only be preferable but also more economical. Custom-made companies are set up with a client's own choice of name (subject to availability) and with the required share capital.

The intended situation of the registered office can be stated from the outset. Clients can be named as the first director and secretary.

Many international clients and UK businesses prefer to have their UK company incorporated in the capital of the United Kingdom - London. This facility is available to our clients and companies can often be incorporated on the same day that instructions are received. The Certificate of Incorporation of such companies shows their place of incorporation as being London. The UK Registrar of Companies levies a nominal additional fee for this service but our experience is that most clients, particularly those involved in international trade and having a registered office in London, take advantage of this exclusive facility. Less than 1% of all companies incorporated in England and Wales are today incorporated in London. Over a decade ago, the principal companies’ registry for England and Wales was moved, by the government, from London to Cardiff, Wales.

Another distinct advantage of incorporation in London is the availability of a same-day incorporation service.

Clients who decide not to incorporate in London will have their company registered at the principal Company Registry for England and Wales in Cardiff (i.e. not England). In such cases the Certificate of Incorporation shows Cardiff not London as the place of incorporation.

In addition, to the companies registry in Cardiff, which covers England and Wales, additional company registries are situates in Edinburgh for Scotland and Belfast for Northern Ireland

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

Private or Public Limited Company.

PROCEDURE TO INCORPORATE

Submission of Memorandum of Association, Articles of Association, Declaration of Compliance and Statement of the First Directors and Secretary and notification of the situation of the Registered Office with the requisite fee to Companies House.

RESTRICTIONS ON TRADING

Yes, specified groups, which include for example, banking, insurance, financial services, consumer credit related services and employment agencies.

A company incorporated in the United Kingdom has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

English.

SHELF COMPANIES AVAILABLE

Yes.

TIME TO INCORPORATE

10 to 15 working days.

NAME RESTRICTIONS

Any name that is identical or similar to an existing company, any name which would be considered offensive or suggests criminal activity, or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom. Restricted names include assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents.

LANGUAGE OF NAME

Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a translation to ensure that the name is not restricted. However, if the company is incorporated in Wales there is a proviso that documentation in Welsh will be accepted.

REGISTERED OFFICE REQUIRED

Yes, must be maintained in the United Kingdom.

NAMES REQUIRING CONSENT OR LICENCE

All financial services activities such as banking and insurance.

SUFFIXES TO DENOTE LIMITED LIABILITY

Limited, Public Limited Company or the relevant abbreviations.

SUFFIXES TO DENOTE LIMITED LIABILITY

No.

COMPLIANCE:

AUTHORISED AND ISSUED SHARE CAPITAL

Private Company - The minimum issued capital is one share, but further capital is usually issued to reflect the stability and strength of the company. A private company is normally incorporated with an authorised share capital of £ 1,000.

Public Company - The minimum authorised share capital for a public company is £ 50,000 of which £ 12,500 must be paid up (in case of liquidation the full £ 50,000 must be paid). The minimum issued capital is two shares.

CLASSES OF SHARES PERMITTED

Ordinary shares, preference shares, deferred shares, redeemable shares and shares with or without voting rights.

BEARER SHARES PERMITTED

No.

TAXATION

Taxation is paid by companies in the UK based upon audited accounts, which are submitted to the Inland Revenue at the end of the company’s financial year. A company is free to choose its own year-end. Companies pay capital gains tax and corporation tax at the same rate being 21% where the net profit before tax does not exceed £ 300,000. The tax payable increases thereafter in stages until the net profit before tax reaches £ 1.5 million where the top rate of corporation tax is charged at the rate of 31%

DOUBLE TAXATION AGREEMENTS

The United Kingdom is party to more double tax treaties than any other sovereign state.

LICENCE FEES

None.

FINANCIAL STATEMENT REQUIREMENTS

All UK Companies are required to file accounts with the Registrar of Companies. There is an exemption given in favour of limited liability companies where they have a small turnover, which is defined as being below £ 350,000. In those circumstances the directors must self-certify the accounts without the requirement to have a formal audit.

DIRECTORS

Private Companies - One. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the United Kingdom.

Public Companies - Two. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the United Kingdom.

COMPANY SECRETARY

A company secretary must be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the United Kingdom.

SHAREHOLDERS

Private Companies - the minimum number of shareholders is one.

Public Companies - the minimum number of shareholders is two.

IMPORTANT NOTE

International tax planners are able to utilise UK structures to minimise taxation for international business.Further details are available on request

GmbH: On incorporation the minimum number of founders is two.