English Corporate Services

Consider English corporate services when you wish to do business or hold assets across the world. UK is very well known for the ease of doing business worldwide.

The English companies are widely used for trading, doing business worldwide, holding assets and highly favourable holding company regime.

Previously, UK was the primary choice for non-resident English companies as these could do business anywhere in the world.

A reputable English company was easier and less expensive to incorporate than in some leading civil law jurisdictions.

Types of English Companies and Legal Entities

The best-known type of an English company is a limited liability company, which is the most common vehicle for doing business in the UK and internationally.

It is a legal entity and its own legal person distinct from its shareholders and directors.

A public limited liability company typically means that it is quoted on a stock exchange. It is known for a more elaborate governance structure such as the board of directors and company secretary.

This is the same English limited liability company at its core, but through legal, governance and structural advancements is made public limited liability company.

UK is known for wanting to hold the competitive edge internationally. This is how limited liability partnerships were brought in.

The purpose of limited liability partnership (LLP) is to actively mimic the LLC (limited liability corporation) in the USA.

In the UK, the LLP has a distinctive legal personality. It is taxed for UK corporate tax, but it is paid by the individual members of the LLP who are taxed as individuals.

Then there are legal entities that do not have legal personalities, such as partnerships and limited partners. These legal entities can be effective tools for global structuring in certain circumstances.

Corporate Governance of English Companies

English companies are led by its directors who make day-to-day key decisions for the companies.

These can be sole directors for smaller companies or the board of directors for bigger or publicly quoted English companies.

Company secretaries play a key role for regulatory, legal and compliance purposes. Company secretaries are specifically trained staff who know their legal duties, paperwork and legal compliance extremely well.

As a highly successful entrepreneur you may be encouraged to think that you know it all, but certain matters are better left to subject-matter specialists such as Company secretaries.

Company secretaries are no longer mandatory for most English companies, but it is very helpful if you have one. To stay compliant and stay on top of things.

In contrast, the LLPs (limited liability partnerships) are run by their members and not directors. An LLP can be comprised of designated members and members.

Designated members are the ones who have the most authority within an LLP.

English Companies – Key Documents

English companies have their own important documents, such as:

• Certificate of Incorporation
• Memorandum and Articles of Association
• Certificate of Good Standing
• Certificate of Incumbency

Certificate of Incorporation is issued by the Companies House to demonstrate that the legal entity exists.

Memorandum and Articles of Association are main governing documents for the company. As the company is incorporated through the Companies House, typically model Memorandum and Articles of Association are used.

However, as your company grows or the structure becomes more complex it is advised to have the bespoke ones specifically drafted by a solicitor.

Certificate of Good Standing is a confirmation received from the Companies House demonstrating the company is in good standing and suitable for doing business with.

Certificate of Incumbency is usually prepared by the officers of the company and confirms directors and authorised signatories for the company.

English Companies and Banking

To effectively run your English company, you need to be able to secure your banking arrangements.

Typically, English companies trade internationally and there is no legal requirement for the banking relationship to be strictly within the UK and UK based bank.

However, it remains highly desirable to establish banking relationships within the UK based banks.

Therefore, as you look to incorporate your own English company, you need to make sure that the legal structure is suitable to open and secure your company’s banking relationship with UK based bank.

Companies House in England and Wales and UK banks want to see English company directors to be based in the UK. The company needs to be clearly resident in the UK even if there are English company directors based overseas.

You want the clear majority of English company directors to be based in the UK for legal and banking purposes.

The overseas element may complicate the banking relationship in the UK as the main responsibility will have to lie with the directors based in the UK.

Banks in the UK, typically prefer to deal with sole directors of the company. Some mainstream banks did not necessarily want to facilitate banking relationship where more than one company director is in place.

In relation to overseas shareholders where overseas shareholders are more than 50% of the English company’s shareholding, it may prove nearly impossible to open the bank account.

Therefore, it is not sufficient just to incorporate an English company, but you need to make sure that the legal structure of the company is easy for the UK bank to accommodate.

Opening a bank account for an English company may be a long, tiresome and a frustrating affair. It is best that you are aware and well prepared.

At Family Office in London we specialise in English corporate services for the companies established in England and Wales are these are some of the most versatile trading and holding companies across the globe.