Tom Redfern from Fitzgerald & Law and Rachel Lockwood from Oury Clark presented on the legal aspects of setting up a business in the UK. They discussed incorporating a limited company versus establishing a permanent establishment, and the registration process and timeline for setting up either structure. They also reviewed recent changes to UK work permits, including the different tiers for sole representatives, investors, entrepreneurs and general/intra-company transfers. The presentation provided an overview of the key legal considerations for international companies looking to expand into the UK market.

1. Tom Redfern Rachel Lockwood
LLB (Hons) BSc (Hons), ACA, CTA
Head of Legal Partner
Fitzgerald & Law Oury Clark
Professional Advisory Services Chartered Accountants

2. GLOBAL READY
International Growth Strategies for SMEs:
The Legal Aspects of Setting up in the UK
January 25, 2012, Charlotte NC
Session 1
Tom Redfern, Head of F&L Legal LLP

3. Agenda
Incorporation
V Changes to UK
Permanent Work Permits
Establishment
www.fitzgeraldandlaw.com
London San Francisco

4. UK Company Set Up
Limited Company: Permanent Establishment
(PE):
Separate legal identity No legal identity distinct from
overseas parent
Liability limited to the extent of the Unlimited liability
share capital (min. £1)
Can own property, sue and be sued, Parent is liable for debts which may
contract in its own right, liable for its be enforced against overseas assets
own debts (subject to International Law)
Statutory audit is a legal Statutory audit is not a legal
requirement if worldwide group requirement, no annual return to
sales exceed £6.5m Companies House required

5. UK Company Set Up
Limited Company: Permanent Establishment
(PE):
Statutory accounts of the UK Statutory accounts of the overseas
Company (not the foreign parent) parent, which owns the PE, must
must be filed at Companies House be filed at Companies House
Directors and Company Secretary Permanent Representative
and Registered Office
Their authority Their authority
Usually perceived as portraying a May be perceived as being less
better local image and profile committed to the UK market

6. UK Company/PE Set Up
Action Time Notes
Critical Register a PE 2 – 4 wks Nothing can proceed without
Incorporate a Ltd Company 1 – 2 days registration of PE / Ltd Company
VAT registration 2 months + Assume queries from HMRC
Immediate Bank account application 1 month +
Register for Payroll 1 week + Salaries/deductions can be calculated/
paid in the interim
Employment Contracts Within 8 weeks Deadline is a legal requirement
Required
Employer’s Liability 1 week Legal requirement to have ELI
Insurance
Corporation Tax Registration Within 3 Within 3 months of starting first
months accounting period, i.e. when trading
starts

7. Changes to UK Work Permits

8. Changes to UK Work Permits
Facts and Figures
Summer 2010: Govt aim to reduce net migration figure to <100,00 in its lifetime
(reviewing all routes)
Warning: assumed the same numbers would carry on leaving as
have done before
1980s : 42,000 more people leave than arrive each year
To 1997: Govt aim to minimise immigration into the UK
1997 onwards: Policy changes contribute to rapid increase in migration
Until 1994: Paper records kept of foreign citizens arriving/leaving the UK
1998: Govt abolishes controls on checking visas on departure
2004: 250,000 net arrivals
2009: Net migration reached 196,000
2010: Net migration reached 252,000: highest calendar figure on record
2018: Britain's population will rise by 4m to 65.6m

9. The Challenge
Changes to UK Work Permits
The Challenge for the UK Government
Reduce net migration and protect economic growth
Build confidence in the immigration system
Select the brightest and best to work and study in the UK
Bear down on abuse (Tier 4: Students)
Less automatic settlement
www.fitzgeraldandlaw.com
London San Francisco

10. Types of Work Permit
Changes to UK Work Permits
Tier 1: Belongs Tier 2: Belongs
Sole
to the to the
Representative
individual Company
www.fitzgeraldandlaw.com
London San Francisco

11. Sole Representative
Changes to UK Work Permits
Sole Representative (not points based)
• Can own up to 49% of the US and UK businesses
• Should hold a senior post
• Should be directly employed by the parent company
• 3 years initially, can be extended for a further 2
• Should not intend to carry out any other work
• Eligible for NHS healthcare (free)
• Can qualify for Indefinite Leave to Remain (ILR)
www.fitzgeraldandlaw.com
London San Francisco

12. Tier 1 Visa
Changes to UK Work Permits
Tier 1
(points based)
Exceptional
Investor Entrepreneur
Talent
www.fitzgeraldandlaw.com
London San Francisco

13. Tier 1 Investor Visa
Changes to UK Work Permits
Tier 1 Investor (Points based)
• The purpose is to allow High Net Worth Individuals to make
significant investment into the UK. It is not linked to
employment in the UK.
• You must achieve a minimum number of points based on
your ability to invest £1m
• Is valid for 3 years and can be extended by 2 years
• Investors of £5m will be allowed to settle in the UK after 3
years
• Those investing £10m can settle after 2 years
www.fitzgeraldandlaw.com
London San Francisco

14. Tier 1 Entrepreneur Visa
Changes to UK Work Permits
Tier 1 Entrepreneur (points based)
• Allows you to set up/take over/ be actively involved in
running a UK business
• Need to have at least £200k available or £50k from an
approved 3rd party funder
• The money must be for spending in the UK
• Is valid for 3 years and can be extended by 2 years
www.fitzgeraldandlaw.com
London San Francisco

15. Tier 2 Visa
Changes to UK Work Permits
Tier 2
Intra-Company
Sponsor Licence General
Transfer
www.fitzgeraldandlaw.com
London San Francisco

16. Tier 2 Sponsor Licence
Changes to UK Work Permits
Tier 2 Sponsor Licence
• Sponsor licence for UK company required before a work
permit for an employee can be applied for
• The process takes longer for new companies than established
companies
• An Authorising Officer submits the application
• Beware of UK Border Agency audit/visit
www.fitzgeraldandlaw.com
London San Francisco

17. Tier 2 General
Changes to UK Work Permits
Tier 2 General
Restricted: - £20-150k pa salary
- Graduate Level
- RLMT
- Limit of 20,700 for 2011/12
- Settlement
Unrestricted: - Over £150k pa salary
- No limit on numbers
- Settlement
www.fitzgeraldandlaw.com
London San Francisco

18. Tier 2 Intra-Company Transfer
Changes to UK Work Permits
Tier 2 Intra-Company Transfer
• Must have minimum of 1 year’s service
• Graduate Level
• Short-term staff – min salary £24-£39,999k pa
• Long-term staff – min salary £40k+ pa
• No settlement
www.fitzgeraldandlaw.com
London San Francisco

19. The End
Thank you for listening

20. Tom Redfern
+44 20 7430 5886
tredfern@fandllegal.com
North America Office London Office
388 Market Street, Suite 1300, San Francisco CA94111 8 Lincoln’s Inn Fields London WC2A 3BP
+1 415 7289815 +44 20 7404 4140
info@fitzandlaw.com info@fandllegal.com
www.fitzgeralandlaw.com