Advice for International Businesses

Our wealth of experience makes us an ideal choice as legal advisors for any business considering setting up a UK subsidiary, trading in the UK generally or wanting to appoint UK based agents or distributors.

We offer comprehensive advice on all matters ranging from starting a UK company, business contracts, employment law, data protection, business premises advice), advice for directors, corporate structures and, equally as important, ongoing commercial business advice, including legal updates and due diligence on suppliers.

Reasons to incorporate a UK-based subsidiary company

• Customers, suppliers and potential business partners in the UK may well prefer to deal with a UK-based entity;
• Offers the opportunity to incentivise UK-based employees with shares or options;
• Ability to raise finance more easily in the UK if a significant part of your business or a big potential market is here;
• Possible tax advantages; and
• Trading significantly in any country which is not your main base creates risks, so setting up a limited company protects other parts of your business if the UK operation fails or incurs significant debts.

UK company law – internal rules on control, management and directors

Every UK limited company must have an internal set of rules known as the Articles of Association. These articles establish the relationship between a company and its shareholders, how decisions are made within a company and how the company will be directed. Many companies start by using freely available articles known as “Model Articles”.

There are 2 basic options for setting out internal rules such as voting rights, removing directors and a host of other issues. These options are :-

• Adopt a fully-tailored set of articles: this is most common choice when a company has multiple shareholders who wish to clearly set out their respective rights and obligations.
• Adopt the Model Articles and supplement these with a  comprehensive Shareholders’ agreement.

There is no reason why your non-UK corporate business can’t own the shares in a UK company, but you will also need to have at least one director who is a person. You might choose UK-based nominees but there is no reason why non-UK nationals can’t be directors of a UK company. You will however, need to understand your legal duties as director, as there are important areas where you could be personally liable if you aren’t aware of the law and don’t have good advice. We would be happy to help.

UK representatives – agents or distributors ?

An alternative to setting up a business in the UK is to appoint agents or distributors. There are many advantages of this strategy but also significant risks, and we can help to protect you under UK law, with the right contracts and advice.

A further possibility is to set up a UK company as a joint venture with a UK representative, whether as agent or distributor – this would require you to consider the company’s articles of association and shareholders’ agreement (see above).

Premises for your business

If you are trading in the UK, you may well need an office , shop, warehouse or industrial unit premises. We can advise on all aspects of real estate law, whether buying or leasing. You can find more on this topic here.

Confidentiality and data protection

Data protection and confidentiality are significant issues for all businesses, and not just in the UK. There are two primary considerations for businesses :-

• Compliance with UK data protection law is mandatory for every business and contains detailed rules about how employee, customer and other data must be retained and protected. You will also need to register with the UK Information Commissioner and inform the individuals why their personal data is being processed, among other requirements.
• Protecting your confidential information relating to business know-how, products, customers, suppliers and financial data.

Protection can take the form of employment contracts, policies, confidential or non-disclosure agreements and a variety of other formats.

UK Employment law

If you have employees in the UK, it is vital that you get good legal advice and the right employment contracts, policies and procedures in place. Our highly-rated employment law team can help, with competitive fees compared to City law firms.

You will also need to be aware of wide-ranging anti-discrimination laws in the UK protecting employees from discrimination against sex, race, disability, age, religion, and to appreciate that discrimination can happen even before employment, including the recruitment process.

Other employment-related legal formalities to consider and implement include registering as an employer with HM Revenue & Customs, operating a payroll system and deducting from salaries the appropriate amounts for National Insurance and Income Tax either on a monthly or quarterly basis.

Contact our corporate and commercial law experts today

To talk to one of our corporate and commercial solicitors please call us today on 03456 381381 or email corporate@ibblaw.co.uk.