Setup a UK entity

Asectra international is a scaleable service; it is suitable from early stage set-up, through the growth phase and onto large-scale expansion and acquisitions. Many of our clients operate in international markets, and we work with them and their international advisors to ensure optimal global results.

The UK is a hub for international business and trade. Ambitious and growing companies are always looking to expand into new markets. The UK, with its mature economy and established financial market, is also a fantastic place for overseas businesses to establish subsidiaries and holding companies.

The UK offers one of the most business-friendly fiscal environments in the world, with one of the widest tax treaty networks of any country and lowest social security costs in western Europe. Add to this its business-friendly labour laws, the UK will continue to be the one of the best global locations for setting up businesses.

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Practical steps to consider for establishing a UK entity

Think about your structure: You will probably find that a UK limited company will be the right entity. Alternatively, if you are intending to carry out more than one type of activity in the UK or need to ring-fence real estate or intellectual property from risk-bearing trading activities, you might want to consider a holding company with multiple subsidiaries. Another option is registering your business as a branch, known as a UK establishment.

Get registered and insured: When applying for immigration permission, you will need tax registration and insurance documents to prove you are a genuine UK business. Register for payroll scheme & VAT, and arrange for at least £5m of employers’ liability (EL) insurance.

Talk to the banks early: Do not underestimate the time it will take to open a bank account, especially if your business has a ownership structure outside the UK. If you have relationships with banks in your home country that are represented in the UK, this would be an easy place to start. Start the process as soon as you can.

Register your seconded employees: HM Revenue & Customs (HMRC) is the UK tax authority that collects taxes. Your seconded employees will require either a UK social security number (known as national insurance number) or a unique tax reference. They must apply for these reference numbers as soon as they arrive in the UK to avoid delays and mistakes later on.

Plan ahead: Establish a calendar of compliance activities for your UK entity and plan whether to handle them in-house or outsource them. UK tax has monthly, quarterly and annual obligations to be met. Evidence that you are tax-compliant is increasingly required in business contracts and therefore essential for your business to have the greatest chance of success in the UK.

Types of UK entity

There are several options available to overseas companies seeking to create a presence in the UK. The type of entity that is ultimately chosen will depend upon a number of factors including, for example:

  • the expected nature and scale of the business activities;
  • the levels of risk anticipated in the initial stages;
  • the intended duration of the business activities;
  • accounting and taxation considerations;
  • UK statutory compliance and reporting obligations; and
  • commercial considerations

The most commonly encountered corporate structures for overseas companies looking to enter the UK market are UK Company and UK Establishment.

For some types of business – for example, private equity or other investment firms – an alternative corporate structure, such as a Limited Liability Partnership (LLP), may be more appropriate.

  • Company: A limited liability company structure owned by shareholders and run by its directors.
  • UK Establishment: A UK Establishment is the branch or place of business of an overseas company within the UK. Effectively, it’s a direct extension of the overseas company, officially registered at Companies House and the tax authorities to trade.

Please visit the above links for more details about UK companies, UK establishments and UK Limited Liability Partnerships (LLPs).

UK taxation

Which taxes should you be aware of, what rates should you pay and what are your obligations?

  • Corporation Tax: Corporation Tax is the tax levied on a company’s profits. An overseas entity trading in the UK through a UK branch is also subject to Corporation Tax. The rate of Corporation Tax in the UK is between 19% and 25%, depending on the profits. UK companies are required to calculate their own tax liability and file an annual Corporation Tax return on a self-assessment basis. It is important to seek advice early on regarding the most appropriate trading model to adopt in the UK. For example, whether the UK company should be a service provider to the overseas parent company or whether the UK company will directly enter into contracts with customers. These factors can influence the level of taxable profits in the UK company.
  • Income Tax: Income Tax (and National Insurance as outlined below) is generally deducted from an employee’s salary on a monthly basis, through an employer-run system known as “Pay As You Earn” (PAYE), and paid monthly to HMRC. For the tax year beginning 6 April 2023, a UK employee will pay 0%, 20%, 40% or 45% income tax, depending on their earnings. The tax is paid on a “slice” basis. As an employer, it’s important that you calculate income tax liabilities for your UK workforce and any overseas workers you are hosting, taking into account items such as workplace pensions, social security and any benefits provided. Depending on your circumstances, for the tax year beginning 6 April 2023 the first £12,570 (personal allowance) of earnings are tax free. The next £37,700 is taxed at the basic rate of 20%. The higher rate of 40% applies to taxable income between £50,271 and £125,140, after which the additional rate of 45% applies. Note that if an individual’s income exceeds £100,000, their personal allowance is tapered away at £1 for each £2 over this limit. There is no personal allowance given above £125,140.
  • National Insurance Contributions (NICs): NICs is the UK’s social security mechanism. Both employers and employees are subject to NICs as a percentage of the employee’s gross salary. As an employer, you must calculate this amount for both your workforce and the company and pay it to HMRC on a monthly basis, along with income tax. Current rates for employees are 12% of their salary between £242 and £967 per week, and then a further 2% on income above that limit. For employers, the rate is 13.8% of a total salary above £175 per week. This is a cost that should be factored into budgeting for UK staff in addition to basic salary and any benefits provided.

Value Added Tax (VAT)

It’s a consumption tax on goods and services in the UK and European Union, with different countries having different levels of VAT.

  • What is the VAT rate in the UK: The VAT rate applicable depends upon the goods or services you supply. The standard rate in the UK is currently 20% and is applied to most taxable goods or services.
  • Who needs to pay VAT and when: The time at which a VAT registration is required will depend on several reasons such as whether the registration is for a UK entity. If the annual VAT-taxable turnover of your UK business exceeds £85,000 per year, you are required to register with HMRC and charge your UK customers VAT on all sales. The tax should then be paid to the HMRC on a periodic basis, usually each quarter.
  • Further information: You should seek expert advice to make sure that you are paying the correct rate of VAT and if your supplies will be treated as VAT-taxable supplies of goods or services. Furthermore, penalties can be levied by HMRC for not registering at the correct time, for claiming VAT incorrectly or not accounting for VAT correctly on sales.

Setting up the office

The “perfect” office is different for everyone. A start-up might benefit from being in a collaborative co-working environment, whereas a well-established brand may feel more at home in their own space. The good news is, with 14million sq. ft of flexible workspace in London and counting, there’s a match out there for every business.

Which office type should I choose?

All flexible workspaces have one thing in common: licence agreements. Unlike a lease, a licence agreement allows you to rent an office for shorter periods of time and there’s room for negotiation. Also, monthly all-inclusive billing makes it easier to keep track of cash flow.

  • Co-working: If you’re a solopreneur or manage a small team, you might decide to rent desks in a co-working space. Many run events for members, enabling you to network and grow.
  • Private office: If you want your own space, you can rent a private office in a flexible workspace. Shared amenities mean you’ll still pay a competitive price and get to meet other businesses.
  • Managed office: Designed with medium to large businesses in mind, a managed solution provides a self-contained, customisable workspace solution on flexible contractual terms.


London is a diverse ecosystem that caters to businesses across all sectors, and certain areas are better suited to some than others. For instance, financial services companies often opt for an office in the City of London, whereas creative enterprises usually prefer places like Shoreditch and Hoxton. Key locations include:

  • West End: London’s prestigious West End covers Soho, Mayfair, Fitzrovia and Covent Garden. As well as high-end retail brands and galleries, the area is home to a number of established businesses in finance and media.
  • City of London: Bank, Moorgate and Liverpool Street are all part of London’s financial epicentre. As such, it attracts banks, brokers, investment managers, private equity firms and other businesses in the finance sector
  • Tech City: As the name suggests, this part of London is popular with tech start-ups and digital creatives. Old Street (Silicon Roundabout), Shoreditch and Hoxton all cater to new businesses looking to attract talent.
  • King’s Cross: London’s largest transport hub has undergone extensive regeneration over the past few years and is now home to a selection of workspaces, as well as Google’s upcoming 1 million sq. ft office space.

Setting up the communication network

Setting up a new office can be a larger project than most business realise. It is essential that you consider your IT and telecoms options early in the process as far too often they are left to the last minute, leading to added stress, or at worst, long delays and increased costs.

Have you considered your requirements?

Every business wants fast internet and you will need to determine your requirements as well as assess what is available in terms of both speed and providers at each location before you commit to an office site.

Other key areas to think about include:

  • The type of telephone system to install
  • How much cabling you’ll need
  • The best internet service – and what is available at your new office
  • Whether to publish geographic or non-geographic numbers
  • Setting up a server room

Managing your IT and telecoms provision

Technology is vital for business success and progression in the digital age. Every business is unique, so you won’t want a one-size-fits-all package that lacks what you need and includes the things you don’t. Consider simple but effective solutions and take into consideration your long-term business needs to make sure you are choosing services that are efficient and tailored to you.

Recruiting and retaining talent in the UK

UK legal requirements

  • Maximum 48-hour working week, but individuals can opt-out
  • Normal working day considered 9am to 5pm, with one hour for lunch
  • Flexible working is becoming more common in UK working culture – this might be worth considering for attracting top candidates.
  • Minimum 20 days’ holiday and 8 national holidays (most businesses offer more to stay competitive and attractive to employees)
  • Automatic enrolment pension contributions: employees have the option to opt-in or opt-out. Minimum pension contributions are: 3% from employer + 5% from employee

Right to work in the UK

All employers in the UK have a responsibility to prevent illegal working. To do this, the employer should conduct a simple right to work check before employing someone.

  • Employer must see the applicant’s original documents
  • Employer must check that the documents are valid with the applicant present
  • Employer must make and keep copies of the documents and record the date you made the check

Knowing what you want when starting your talent search

London is a very competitive talent market, so it’s important to set out clear objectives for what you want when starting your search:

  • Identify what staff are needed – How many and when you need them by?
  • What order to hire staff – Start with senior commercial staff, then add support staff?
  • Prepare full job descriptions – Staff will want written job details in full, without this the process and organisation can come across as unprepared and unprofessional.
  • Salary and package – Are you offering enough to secure the right talent? Recruitment agencies can help with salary benchmarking to help you get the salary range right. Consider additional benefits outside of base salary; these are a massive drawcard.

The UK recruitment process

Ideally aim to have the process last no longer than 2 to 3 weeks. Practical steps to consider: Prepare details and salary/package – Take the job to market – Consider CVs and shortlist – Interview (ideally 2 to 3 stages max) – Verbal offer – Written offer (ideally within 24 hours) and contract.


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