UK Company Formation...

Everything you need to know about setting up in the UK.

UK Company Formation Wizard

Use our helpful tool to see what's required to set up your company in the UK.

Setting Up in The UK

A practical guide to what’s involved, and what you can expect to happen during this process.

FAQs

Get answers to commonly asked questions about company formation, accounting and taxes.

Our Services...

From accounting to personalised telephone answering – everything your company needs to thrive in the UK.

UK Company Formation

Company formation, memorandum and articles registration and appointing Directors and Shareholders.

Legal Compliance

Covering various business operations such as company secretary, registered office, handling post and more.

Outsourced Finance Office

Complete administrative support for your UK company designed especially for foreign businesses.

Bank Account Opening

Operate from day one with a virtual Bank account that can be opened immediately.

Virtual Office Service

UK business address, personalised phone answering service, mail handling, access to the meeting room.

Advisory Services

Advice on formation, directorship and other relevant rules and regulations related to setting up in the UK.

Brokerage Services

A single entry point to services frequently required in the early stages of company development.

About EBS...

Find out more about EBS, how we operate and what we stand for – or simply get in touch with us.

Who we are and how we work

We work exclusively with foreign-owned businesses in the UK and understand the problems they face.

Our Team

Behind every successful business is a great team - meet the team that makes up EBS.

Contact Details

Our address and contact details. If you need to get in touch with us, you can email us here.

Who we work with...

Explore our case studies and see how we work with foreign companies, helping them set up in the UK.

What's happening in the Industry

We’ve created and curated some helpful news articles relating to EBS and the industry in general.

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Helpful Guides and Documents

We’ve created some helpful guides and documents covering topics such as Britain’s History and Geography, The Legal System, Formalities and more. 

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We’d love to hear from you! – if you have any questions, please get in touch with us on phone, email or social media, and our friendly team will be pleased to help.

Head Office

EBS Ltd, Innovation Centre, Gallows Hill, Warwick, CV34 6UW

London Office

EBS Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ

office 2360063 1280

Branch or Limited Company-which is better for your UK market entry?

There are many questions , which a foreign company asks, when considering the UK market entry.

Is it better to have a Branch or a Limited Company for our business in the UK?

What is the legal difference between a Branch, which is often called a Permanent Establishment or PE, and a Limited company (Ltd) usually formed as a daughter to the mother company?

In simple terms a branch is an extension of the “Home” company and is not a separate legal entity, whereas a Ltd has a separate legal identity . In this article “Home company” means the company which owns the Branch.

First, the UK registration process.

For a Branch, the whole process of registration must be done on paper and all the Directors of the Home company must be identified and sign the registration form.

The accounts for the Home company, translated into English and with live signatures of the Directors and auditors, must be filed in the UK at Companies House with the  registration form. In addition, the constitution of the Home company, plus a certified translation into English, must be included in the registration application.

It is also possible to find oneself in the situation where, whilst you have not registered a Branch, the tax authorities will consider that you have in fact done so by your actions, and force you to register. This can create a lot of difficulty for the business.

Forming a Ltd can be done online and requires only the identity of the Director(s) and any person ultimately controlling 25% or more of the mother company. Only one Director is required, who can live anywhere and be of any nationality. There is no requirement to visit the UK.

The minimum share capital is one share, usually of GBP 1.00.

Next there is the ongoing compliance to consider.

Both the Branch and the Ltd must keep accounting records and pay their taxes.

For a Branch, the full accounts of the Home company, with the live signatures of the Directors and auditor must be filed at Companies House, together with a certified translation if not already in English.

The trading accounts of the Branch must be produced and filed with the tax calculations.

It is simpler for a Ltd. Just the accounts for the Ltd and its tax calculation are needed.

Both the Branch and the Ltd need to make an annual declaration to the company registry also.

Finally, we must consider the tax requirements.

The calculation of the profits for a Branch can be complicated. The country where the Branch is located has the right to tax all the economic activity of the Branch in that country, and the economic activity included the profits from sales. The UK has Double Tax Treaties with almost every country in the world, meaning that the tax authorities in the Home country must allow a deduction of the tax paid in the country of the Branch.

This might at first seem easy, but most countries have included in the Double Tax Treaties a “minimum foreign tax” rule, which means that they can challenge everything from the very existence of the Branch to has the Home company tried hard enough to reduce the tax payable in the country where the Branch is situated.

Remember, both the country of the Branch and the Home country will want to maximise the profits tax they can take, so reaching agreement between these conflicting interests can be difficult, and sometimes even require the use of expensive external experts.

The tax requirements for a Ltd are more straightforward. The accounts and tax calculation cover only the transactions in the Ltd, and so there are no complications with Double Tax Relief. Almost all EBS clients are not subject to Transfer Pricing rules.

Conclusion

Taking all the above into consideration, it is usually more efficient to use a Limited Company for your UK Market Entry, but each situation is different and it is important to take specific advice before committing to any particular route to the UK market.

 

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The information contained in this article was correct at the time of writing. However, they should be considered as general information only and specific advice should be obtained before any actions are taken.

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Warwick Office

EBS Ltd, Innovation Centre, Gallows Hill, Warwick, CV34 6UW

London Office

EBS Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ

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