UK entity service listing


Company, branch, LLP, LP &  other such  services provided by RKG Consulting – service listing

Type of serviceDetails of service and/or business objective of structure
  
UK company incorporationA UK company needs one director, one shareholder & a UK registered office address. RKG can provide “nominee” directors and shareholders and also a UK registered office address.  We can incorporate your company within one day.  Please read the article on the various commercial uses of a UK company.
UK Limited Liability Partnership (LLP) incorporationAn LLP preserves all the advantages of the legal structure of a company but does not pay any tax in the UK where the ownership of the LLP is overseas. For non-UK resident beneficial owners, a UK LLP can be structured in a “tax-transparent” manner, e.g. where the 2 members of the LLP are offshore entities which control and manage the LLP from outside the UK.  The LLP can be used to international trading in goods and services or for holding assets.  We can incorporate the LLP within one day.
Overseas company wishing to register a “branch” or “permanent establishment” in UKThe overseas company does not require a “legal” presence in the UK but wishes to conduct business in the UK via a form of representation.  Details of directors of the overseas company, accounts and name and address of the UK permanent representative etc  is required. We can register a branch within one day.
UK Limited Partnership (LP) registrationAn LP consists of at least one “general” partner (who is responsible for the debts, obligations and running of the business) and a “limited” partner (who may not take part in the management of the firm).  An LP may be structured in such a manner that accounts do not have to be filed on the registry. LPs are useful in tax planning in structures where the UK based “limited” partner performs restricted duties and the non-UK resident “general” partner effectively runs the partnership. The partners may be companies.
European Economic Interest Grouping (EEIG)EEIGs are designed to help businesses establish and maintain links with firms in other Member States. For businesses, and smaller firms in particular, other development options – mergers, take-overs, joint ventures – may be too expensive and complicated. The EEIG provides an alternative way to establish links in other Member States without losing individual identity and independence.The EEIG is a form of association between companies or other legal bodies, firms or individuals from different EU countries who need to operate together across national frontiers. It carries out particular tasks for its member-owners and is quite separate from its owners’ businesses. Its aim is to facilitate or develop the economic activities of its members.  An EEIG may be set up in any one of the Member States, and operate in any part of the EU. It can also enter into arrangements with organisations outside the EU, although these organisations cannot themselves become members of an EEIG.

An EEIG enjoys several advantages including ‘legal capacity’ – the right to enter into contracts and to sue (or be sued) – and tax transparency.  Further, members have flexibility regarding the method of financing the Grouping. For example, when smaller firms or non-profit making organisations are involved, their contribution may be in the services and skills they can provide. There is no capital requirement for an EEIG. Members may vary their funding methods, rights and obligations by contract so that the Grouping can develop. And, since an EEIG may not hold shares in its members, nor exercise any management control over them, it works for the members, not vice versa.

An EEIG must have at least two members with their central administrations or principal activities based in different Member States.  RKG Consulting can register an EEIG in the UK.

 

The European Company: Societas Europaea (SE)The SE is a European Public Limited – Liability Company. An SE may be created on registration in any one of the Member States of the European Economic Area (EEA). The Regulations require Member States to treat an SE as if it is a public limited company formed in accordance with the law of the Member State in which it has its registered office. UK national laws that apply to public limited companies also apply, in many respects, to SEs registered in the UKThere are several ways of forming an SE: by merger, as a holding company, or as a subsidiary. An SE can also be formed by a PLC transforming into an SE. Once registered, an SE has legal personality. It must have a registered office.

Some Member States may require the registered office and the head office to be at the same address, not just in the same Member State. The UK does not.

An SE must have share capital and shareholders whose liability is limited in a similar manner to that of a PLC. As with a PLC, an SE may denominate its share capital in any currency it chooses provided that at least £50,000 is denominated in Sterling or  €57,100 is denominated in Euros.

Regardless of the currency in which it is expressed, an SE is required to have a minimum amount of subscribed share capital equivalent to at least EUR €120,000.

 

Cross-border mergers: UK filing requirementsA UK merging company should apply to the court  for an order certifying that the company has properly completed the pre-merger acts and formalities for the cross-border merger. The court may also, at the request of a creditor or member of a UK merging company, require the UK company to seek the approval of creditors or members to the terms of the merger.The directors of a UK merging company must deliver to the Registrar:

  • A copy of the draft terms of merger
  • A copy of any court order summoning a meeting of members or creditors made under regulation 11 of the Companies (Cross-Border Mergers) Regulations 2007
  • A completed cross-border mergers form.

RKG Consulting will be pleased to assist in these filing requirements.

 

UK property or flat management companiesUK property or flat management companies may be set-up to act as liaison between the landlord and tenant. Such property management companies may perform functions that include accepting rent, responding to and addressing maintenance issues, managing income, expenditure, cash flow relating to the property, liaising with builders and other suppliers regarding property repairs and refurbishments, advertising vacancies for landlords, and doing credit and background checks on tenants. In return for these services property management companies may charge landlords a percentage of the gross rents collected each month and/or fees. 
Company restoration servicesIf your UK company has been struck-off for whatever reason and its assets such as bank accounts or property have been consequently “frozen” we can assist in restoring the company so that you have access to its assets again.
Accounts & Annual Returns.UK entities such as companies and LLPs have statutory responsibilities to file accounts and annual returns.  RKG can assist in preparation and filing of accounts (including dormant company accounts) and annual returns.
Various Statutory NoticesRKG can assist in filing various statutory notices on behalf of your UK entity such as:

  • Change in the company’s constitution
  • Change in the registered office address
  • Change in the company’s name
  • Change in the main “objects” (line of business) of the company
  • Appointment, removal & changes affecting directors and secretaries
  • Striking off application by a company (dissolution)
  • Changes to share capital
  • Intention to carry on business as an investment company
  • Registering particulars of a mortgage or charge
  • Obtaining certification of the registration of a mortgage or charge
  • Obtaining evidence of removal of a mortgage or charge
  • Notice of opening of overseas branch register

 

Re-registrationRKG offers the following re-registration services:

  • Re-registration of a private company as a public company
  • Re-registration of a public company as a private company
  • Re-registration of a private limited company as an unlimited company
  • Re-registration of an unlimited company as a private limited company
Share capital
  • Preparation of the return of allotment of shares
  • Notice of consolidation, sub-division, redemption or re-conversion of stocks into shares
  • Notice of cancellation of shares
  • Notice of name or other designation of class of shares
  • Notice of particulars of variations of rights attaching to shares
  • Notice of new class of members
  • Notice of particulars of variation of class rights
  • Notice of reduction of capital following redenomination
  • Statement of capital
“Good standing” certificatesRKG can assist in obtaining “Certificates of Good Standing” which show the filings are up to date and names of the directors, shareholders and other details are fully updated.

 


RKG Consulting provides tax, immigration and accounting solutions. Our principal adviser is a "Chartered Tax Adviser" and is also an OISC-licensed immigration practitioner. We can provide a seamless service incorporating both tax and immigration solutions. If you have any queries, please feel free to contact us by telephone: +44 207 839 0389
Contact us by email: contact@rkgconsulting.com or use the form below.

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