UK Company

Incorporation

Corporate matters in the United Kingdom are governed by a number of Acts covering Company and Partnership matters. The corporate documents for UK companies are prepared in the English language. The incorporating document is the Memorandum & Articles of Association. The Memorandum establishes the company and sets out the subscribers, objectives and the share capital of the company. The officers are listed on the Form IN01 – incorporation form. The Articles set out the internal regulations such as the procedure for share transfers and for directors’ and shareholders’ meetings.

Shares and Share Capital

The share capital can be denominated in any of the major currencies and there is no minimum share capital requirement. Share capital would however normally be set at least at a value of 100 in order to allow for divisions. Shareholders can be individual or corporate. It is possible to incorporate a company with either a single member or with two or more shareholders. Bearer Share Warrants are permitted by law. The shares in UK companies can be held by a nominee or trustee. Only trust and corporate service providers registered with HMRC can hold shares in UK companies in the capacity of trustees or nominees if the shares are held as part of a professional service. Shareholders have a statutory requirement to hold at least one Annual General Meeting. This requirement can however be waived under certain circumstances.

Directors

The minimum number of directors appointed to the Board of Directors is one and a director can be a corporate or an individual and of any nationality. A UK company must however have at least one individual director. Directors have a statutory obligation to hold at least one annual Board Meeting. UK companies may have a Company Secretary who is appointed by the board of directors. This is not mandatory. A Company Secretary, if appointed, may be an individual or a corporate and can be of any nationality.

There are no thin capitalisation rules but the UK provides for transfer pricing rules. The reporting currency is the same as the currency in which the share capital is denominated. This is normally taken to be the currency in which the majority of the assets are held or in which the greater part of the activity is conducted.

Audit

UK companies require an independent audit should certain thresholds be reached. UK companies must file a tax return and the financial statements are filed with the HMRC and Companies House. The financial statements and details of the officers and share holders of the company are public information.

Migration

The UK has not enacted company continuation rules meaning that companies cannot re-domicile to and from the UK. Under the UK’s merger regulations it is possible to perform cross border mergers and divisions. A UK company can however change its tax residence from the UK to another country on the basis of management and control criteria.

Year End

The financial year end of a UK company, for the purposes of the preparation of its financial statements as well as its tax reporting, is normally the anniversary of the end of the month in which the company was incorporated.