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The Companies Act 2006 and supporting legislation regulates a UK company’s existence, from formation to winding up.
There is distinction between public and private companies. Only a public company may offer its shares or debentures to the public, subject to strict rules. A public company must allot a minimum share capital of £50,000 with at least 25% paid up. A public company must obtain a Registrar’s Certificate prior to commencing business or exercising its borrowing powers. A private company is defined as a company that is not a public company. It’s name must end in the word “Limited” or the abbreviation “Ltd. It need only have one director, so long as it has a company secretary who is not also the sole director.
A UK company is required to maintain certain statutory registers and other records, including; the register of directors and secretaries, the register of members, the register of charges, minutes of shareholders’ meeting, minutes of directors’ meetings and accounting records.
Every company is required to deliver to the registrar once a year an annual return in the prescribed form, as a summary of essential information about the company, its members and officers. A company is also required to have an annual general meeting.
Accounting, Audit and Taxation
A company is required to have its annual accounts audited but maybe exempt if it's turnover is less than £5.6 million. The accounts must be prepared in accordance with the Companies Act 2006 and financial reporting standards, and must be delivered to Companies House.
Corporation tax is paid by companies resident in the UK. It is charged on the profits arising in each accounting period as follows:
| Taxable Profits | Year to 31 March | ||
| £ | 2012 | 2011 | |
| Small Profits Rate | to 300,000 | 20% | 21% |
| Marginal Relief Standard Fraction | 3/200 | 7/400 | |
| Standard Rate | over 1,500,000 | 26% | 28% |
(Close investment holding companies are always chargeable at the standard rate)
UK International Holding Companies
The UK has become an excellent jurisdiction for the establishment of International Holding Companies due to its favourable companies legislation, taxation policies and with one of the largest network of international double tax treaties
UK International Agent
Where it is not directly feasible to use an offshore company in international business transactions, it is possible for an offshore company to appoint a UK International Agent (“Agent”) to conduct the business on its behalf. The business is conducted in the name of the Agent removing any disadvantage attributed to the offshore company conducting the business in its own name. The Agent is paid a fee or receives commission from the offshore company for its services, which would be subject to standard rates of UK corporation tax. It is vital to ensure that there is a formal commercial agreement between the parties and the management of all transactions take place outside of the UK.
UK Yacht/Vessel Registration
The UK has a long established Ship Registry and Maritime tradition with benefits arising for yachts and vessels owned by UK companies and registered to fly the British flag.
UK Royalty Extraction Companies
The UK is a suitable jurisdiction to establish Royalty Extraction Companies. There is access to favourable companies legislation, taxation policies and one of the largest network of international double tax treaties
Overseas Companies Holding UK Property
There are distinct advantages and tax benefits to UK non-resident and/or non-domiciled persons holding UK real property through offshore companies. It is possible to mitigate Capital Gains Tax, Inheritance Tax and UK probate procedures, and enjoy favourable tax treatment on rents arising in the UK.
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