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Corporate Services in the UK

PTClub provides both individuals and companies with the instruments, the advice, and most importantly the ongoing support to increase their freedom from state control, from predatory taxation and from external intrusion into personal and financial privacy - and we show you how it can all be done perfectly legally.

PTClub is represented worldwide. It offers internationally-based clients a wide range of services, and a rapid and constructive response to their increasingly specialised needs.

The information given here shows the wide range of corporate services and products available but it is not intended to be exhaustive. Each situation will be structured to suit the specific needs of the client. The range of services continues to evolve to meet clients’ and compliance needs. ISG is committed to keep its clients fully informed about the most recent beneficial international developments in all the fields.

  • Business Incorporations
  • Corporate Services
  • Trusts
  • Limited Companies in hundreds of jurisdictions worldwide: offshore, onshore and in between!
  • European Union Nominee/Agency Companies
  • International Headquarters Companies (IHQs) in specialist jurisdictions
  • International reinvoicing services from high-tax countries.

UK limited company
The UK limited company is a very flexible corporate vehicle.

It can be started with an initial capital of just GBP 1. It requires only one Director and one Company Secretary and presently its profits are taxed at a rate of 21% from next year as long as they are under 300,000 GBP, one of the lowest rates of the European Union. Both the Director and the Company Secretary can be other companies, thus widening the spectrum for confidential usage of the corporate shield. With respect to the high-tax Northern European jurisdictions, even incorporating existing businesses in the UK by transferring them physically or selling them to UK companies and leave them physically where they are may very efficient: such moves may reduce overall salary costs by up to 50% and the costs of administrative and regulatory compliance by 30%.

The main advantages of incorporating your business activities as a limited company can be summarized as follows:

  • The company has a separate legal existence from management and from shareholders
  • The initial capital requirements are low
  • The liability of shareholders is limited
  • The company's name is protected
  • The company has flexible borrowing powers
  • The company continues despite death, bankruptcy, resignation of management or shareholders
  • The interests and obligations of management are clearly defined
  • Appointment, retirement or removal of Directors is straightforward
  • New shareholders and investors can be easily assimilated
  • Employees can acquire shares

Normally the formation or acquisition of a UK limited company at the beginning is a very quick and informal process. Of course the company will require professional advice and professional services during its development. PTClub's consultants can help you to start-up your business and support it in many ways during its development. PTClub offers a start-up limited company formation kit including:

  • Certificate of Incorporation
  • 5 Copies of the Memorandum & Articles of Association
  • 1 Certificate of Non-Trading and Resignation of Subscribers
  • Forms G288, G287, G225 and 88(2)
  • Signed Stock Transfer Forms
  • 1 Hard-Backed Combined Company Register
  • 1 Company Seal and Press

UK non-resident companies
The loss of UK non-resident companies in 1988 and the overuse of the current Irish non-resident company concept have forced advisors to seek new and more innovative solutions. ISG has specialist knowledge on Section 249 Non-Resident companies and on how international businesses can take advantage of total UK tax exemption and simultaneously benefit from the UK’s onshore European Union image.

One possible solution is the use of a company registered in the UK (a Nominee Company), which agrees to transact business on behalf of an undisclosed offshore company. The agreement between the UK and the offshore company must be in writing. Business will be contracted for by the UK company on behalf of the non-resident party. Gross income of the business activity of the UK non-resident party (normally an offshore company such as a Bahamas or Gibraltar company) will be received in the bank account of the UK company and subsequently remitted to the non-resident party, less any agreed service fees.

To provide this service a new UK company is registered which can be managed and controled by the UK non-resident party. The non-resident party will have the control of the UK company and its bank account, which will receive the gross income in the first instance. Because in theory the UK Inland Revenue are able in some circumstances (but not all) to exercise retrospective powers to adjust the remuneration which the UK company receives for its services if it feels it is unrealistically low, it is important to agree realistic commission agreements. Of course the UK company has to pay UK corporation tax on its commission. A commission fee between 5% and 10% is frequently chosen as the profit share of the UK company.

If certain precautions are taken this can be reduced to 0%. For example: If the agreed commission is 7% and about 2% are deductible expenses for running the Nominee Company, the effective corporation tax will be 0,24*0,5 = 1,2% of profits. The basis of this concept lies in the fact that companies or other persons who are not resident in the UK are only subject to UK tax in UK source income. Included within the phrase UK source income are dividends from UK companies, interest from loans made to UK resident borrowers, royalties from the grant of intellectual property for use in the UK and income from a trade or business carried on by the non-resident company within the UK. Unless the income falls within one of these categories, there can be no liability to UK tax, regardless of whether or not the non-resident company trades through a UK resident nominee. VAT administration for trading and service provision within the European Union is straightforward as the Nominee Company has its own VAT number.

We can also arrange UK VAT numbers for offshore companies which need to do business in the Single European Market. There should be no trading in the UK at all and ALL contracts by the UK company on behalf of the non-resident principal must be signed outside the UK. It is for this reason that non-UK directors are recommended.

UK Nominee Companies
UK Nominee Companies are ideal for the following uses:

  • European trading and service providing structures where receipt of invoices from an offshore company are not acceptable.
  • Useful in VAT triangulation situations.
  • Situations where an onshore profile (with an offshore tax treatment) is required.
  • If linked to a discretionary trust, it may be a suitable structure for long term income and inheritance tax planning.

Agency Companies
Agency company is just another name for nominee company. In fact it is a better name because people tend to confuse the expression "nominee companies" with nominee directors, which is something totally different.

International Headquarters Companies (IHQs)
This status may be accorded to ordinary UK companies which are at least 80% beneficially owned by non-residents. An IHQ is an extremely useful vehicle for the collection of foreign dividend income, as in general terms, a full credit is given against UK tax for any tax paid on the remitted profits before arrival in the UK. Thus, as long as the dividend income has already suffered tax at a rate higher than or equal to the applicable UK rate (33%/24%), no UK tax will be payable on that income either on arrival or on distribution. For example, a Danish subsidiary distributed profit by way of dividend to the IHQ parent: no further tax would be levied on arrival in the UK because a credit would be given for tax paid in Denmark. This makes the UK IHQ an extremely attractive holding company vehicle for investment into Europe or otherwise and in most cases it will be more attractive than competitive strucutres availabel through the Netherlands, Austria, Switzerland etc.

As ancillary services to the formation of companies worldwide, our consultants can offer clients the following services:

  • Preparation of business plans and viability reports
  • Company and Director Searches
  • Nominee Directors
  • Nominee Company Secretaries
  • Nominee Shareholders
  • Registered Office
  • Maintenance of Statutory Registers and Filing of Annual Returns
  • Preparation of Special Resolutions
  • Bank Introductions
  • Day-to-day administration
  • Telephone Answering
  • Post Office Box
  • Computerised Book-keeping and Production of Periodic Financial Statements
  • Payroll Services
  • Assistance with International Audit Requirements
  • Completion and Filing of Annual Returns
  • General Power of Attorney
  • Notarial services
  • International Reinvoicing Services

Cost - PTClub's price just Eur 2,250 including a company European Union bank account with Internet access.

International Reinvoicing Services
ISG can provide invoicing from companies in places such as UK, The Netherlands, Hungary, Czech Republic and Mexico, which are not obvious offshore jurisdictions. The profit can pass through and end up in a pure tax-haven company.