Entity set up
United Kingdom
The below summary provides an overview of three corporate structures that can be used in the UK. A further alternative, being a public limited company, could be useful in some instances (as it enables capital to be raised from the public), but is less commonly used.
Private limited company
- Separate and distinct legal entity. Subject to certain exceptions (such as fraud), shareholders are not liable for debts and obligations of the company.
- Taxed on its earnings at a corporate level and shareholders taxed on any distributed dividends.
- Management and organization governed by articles of association. Board of directors have overall management responsibility.
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Minimum of at least 1 director (or any greater number provided for by articles), at least 1 of whom is a natural person. The company's articles may require there to be more than 1 director.
- Must file a confirmation statement at least every 12 months confirming there have been no changes since the last filing, or otherwise setting out (amongst other things) details of any changes to the company's share capital, people with significant control and directors*.
- Must maintain a register of individuals or legal entities that have control over them (people with significant control) and maintain the public register with details of such individuals or legal entities (as applicable).
- Must file annual accounts (subject to certain exceptions for small and dormant companies). Accounts are publicly available*.
- Event-driven filings need to be made from time to time (such as changes to the directors or other corporate details)*.
Limited liability partnership (LLP)
- Distinct legal entity separate from its members.
- Must file a confirmation statement at least every 12 months setting out (amongst other things) details of LLP's membership*.
- Must maintain a register of individuals or legal entities that have control over them (people with significant control) and maintain the public register with details of such individuals or legal entities (as applicable).
- Must file annual accounts (subject to certain exceptions for small and dormant LLPs). Accounts are publicly available*.
- Event-driven filings need to be made from time to time (such as changes to the members of the LLP)*.
Registered UK establishment
- Alternative to establishing a separate UK private limited company. Not a separate legal entity. Represents a local registration of the overseas company
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Registration mandatory if operating an establishment in the UK. Registration must be effected within 1 month of opening the UK establishment. Cost of registration subject to the country of incorporation of the overseas company.
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Generally subject to UK corporation tax on any profits attributable to the establishment.
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Generally subject to similar reporting requirements as a UK private limited company. Requires a UK registered address.
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If the overseas company is required (by the laws of its country of incorporation) to prepare annual accounts, such accounts must also be filed in the UK within a specified timeframe. The accounts must relate to the overseas company as a whole, not just the UK establishment. Other event-driven filings (such as changes to the registered office of the establishment) are required from time to time (in respect of both the establishment and the overseas company).