[ESTABLISHING A BUSINESS ENTITY IN ENGLAND] 163
the attention of a person acting on behalf of the company; and • the delivery of a document is capable of being recorded by the obtaining of an acknowledgment of delivery. Company email address A company must have an “appropriate” email address. An email address will be appropriate if emails sent to it by the Registrar of Companies would be expected to come to the attention of a person acting on behalf of the company. Accounting reference period The accounting reference period is normally a period of 12 months. It is calculated from the date of incorporation to the last day in the calendar month, one year from the date of incorporation (the “accounting reference date”). This can be changed, subject to certain provisos. Accounting reference periods commonly selected are either the calendar year or the year from 1 April to 31 March, which is slightly in advance of the UK
1.2 Establishing and operating a branch (UK establishment) A branch should be regarded as an extension of the foreign company. An authorised person appointed to run the branch can enter into transactions with third parties in the foreign company’s name. The branch may be of the foreign company itself or one of its subsidiaries. In any case, under the UK system, the branch is not a legal entity in its own right and, therefore, the foreign company remains fully liable. There are some registration requirements relating to both the foreign company and the branch that have to be completed within one month from opening the UK establishment. 1.3 Limited Liability Partnership It is possible to form a limited liability partnership ( LLP ) in the UK. LLPs have the advantage of being taxed as a partnership but at the same time having limited liability. The result is something of a hybrid between a company and a partnership. LLPs are particularly popular with professional service providers (e.g. lawyers and accountants) and in the fund and asset management sector. Whereas a company is already quite user-friendly by international standards, an LLP is even more flexible from a company law and internal structure point of view. However, it is not yet widely used as a legal form for new business start-ups outside the areas referred to above. 1.4 Partnerships and Limited Partnerships Foreign nationals may also establish a partnership ( general partnership ) in England, although the partners will have unlimited liability. Therefore, this structure is seldom used.
tax year (ending on 5 April). Lawful purpose statement
When making an application to incorporate a company the subscribers (shareholders who are name on the incorporation application) will make a statement that the company is being formed for lawful purposes. Special approval requirements for a company It should be noted that running the business of a company or branch in the UK may require certain trading licences or other approvals. For example, the formation and the operation of a financial services business will usually require authorisation from the UK Financial Conduct Authority. Fladgate LLP can advise you if authorisation requirements apply to your business.
ILN Corporate Group – Establishing a Business Entity Series
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