AUGHTON AINSWORTH International Law Firm. 2 Merchants Quay Salford Quays Manchester, United Kingdom M50 3XR

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1 AUGHTON AINSWORTH International Law Firm 2 Merchants Quay Salford Quays Manchester, United Kingdom M50 3XR

2 SETTING UP A BUSINESS IN THE UNITED KINGDOM

3 Setting up a business Commonly used: Subsidiary Branch Rarely used: Place of Business Partnership Sole Trader

4 Subsidiary Private company limited by share Can be formed with one 1 issued ordinary share Shareholder liability limited to unpaid amount of the shares Incorporation process takes less than a week

5 Subsidiary Incorporation Documents Articles of Association Memorandum of Association Form 10 Form 12 Taxation Liabilities Corporation tax on worldwide profits Credit for overseas tax charged

6 Subsidiary Advantages Quick and cheap to incorporate To be considered as a strong presence in the market Limited liability of shareholders Separate legal entity from the parent company A limited company trading actively is an effective way of protecting a name. Easy to obtain loans from the bank Disadvantages Must comply with the Company Laws in the UK Need to prepare and file accounts annually The accounts are for public inspection.

7 Branch Not a separate legal entity from the parent company Must have a person who is able to make binding decisions on behalf of the company. Incorporation process takes less than a week

8 Branch Incorporation Documents Constitutional documents* Latest set of audited accounts required to be published by the parent law* Form BR1 * Accompanied by a certified translation if the documents are not in English

9 Branch Taxation Liabilities Corporation tax Profits of the business carried on within UK Chargeable gains arising from the disposal of capital assets situated in UK held for the purpose of trade

10 Branch Advantages Only subject to corporation tax on taxable profits from its business activities carried on within the UK Disadvantages May be considered as weak presence in the market No separate legal entity agent for parent company in UK Parent company will be responsible for the debts and liabilities of branch Audited accounts of parent company and the UK branch have to be filed and to be available for public inspection.

11 Other forms of Business Vehicles Place of business Carry out activities such as internal computer processing or warehousing No physical location in UK Partnership A number of individuals carry on business in common with a view to profit Governed by the Partnership Act 1890 Unlimited liability of each partner for debts and obligation Sole Trader Run business on his own as a self-employed person Personally liable for any debts of the business

12 Other considerations Employment Immigration Taxation Insurance Trademark

13 Employment Written Statement of Employment Particulars Must be given to an employee within 2 months of starting Set out in writing: Terms and conditions of employment Disciplinary rules Procedure for grievance about the employment

14 Employment National minimum wage 6.19 per hour for adult worker Maximum working hours 48 hours a week may opt out upon agreement with employee Holiday entitlement 5.6 weeks or 28 days for an employee working 5-day week

15 Immigration - Employer Employer intending to employ migrant workers: Certificate of sponsorship Must apply to UK Border Agency as a licensed sponsor Sponsorship duties Taking responsibility to ensure that migrants comply with their immigration conditions Keeping records on each migrant Reporting any changes, e.g. if they do not turn up for work Assigning certificates of sponsorships to migrants

16 Immigration - Employee People from a national of state outside EEA, e.g. China, intend to come and work in UK should apply for work visa. They must: Have a job offer from prospective UK employer Obtain a certificate of sponsorship Pass a points-based assessment

17 Immigration Points-based System Tier 1 Highly skilled workers, investors, entrepreneurs or poststudy workers Tier 2 Sponsored Skilled Workers Category of worker Highly skilled workers Investors Entrepreneurs Post-study workers General Ministers of Religion Sportsperson Intra-company Transfers

18 Taxation Corporation Tax Taxable profit Profits from taxable income e.g. trading profits, investment profits (except dividend income) Capital gains Rates 20% for small companies with profits not exceeding 300,000 24% on all other companies (subject to change from April to 23%) UK based company Pay corporation tax on all taxable profits worldwide Company not based in UK, but operates in UK, e.g. branch Pay corporation tax on any taxable profits arising from UK activities

19 Taxation Income Tax Income Tax band = Income (Tax allowance + Relief) Personal Allowance tax year Basic rate 8,105 Age ,500 Age 75 and over 10,660

20 Income Tax Income Tax rates by tax band and type of income Income Tax band Income Tax rate on Non-savings income Income Tax rate on savings Income Tax rate on dividends (including income from employment or selfemployment, most pension income and rental income) (Dividends means income from shares in UK companies) 0 to 2,710 Starting rate: 0 to 34,370 Basic rate: 34,371 to 150,000 Higher rate: Over 150,000 Additional Rate: Not available 10% N/A see basic rate band 20% 20% 10% 40% 40% 32.5% 50% 50% 42.5%

21 Taxation Value Added Tax (VAT) Tax charged on most business-to-business and business-to-consumer transactions in UK Current standard rate From 04/01/2011: 20% Different VAT rates apply to different goods and services.

22 VAT Registration for VAT Compulsory if turnover for previous 12 months is over 77,000 otherwise registration is voluntary VAT registered business: Tax on net value to your product or service, i.e. value of sales value of purchases Non VAT registered business or a consumer: Tax on your consumption

23 Insurance Employers Liability Insurance Compulsory for all employers Meet the costs of damages and legal fees for employees injured or made ill at work through the fault of employer. Must be insured for at least 5 million If it is not insured, employer will be fined up to 2,500 per day

24 Insurance Public Liability Insurance Covers any awards of damages given to a member of the public Due to injury or damage to their property caused by you or your business Not compulsory, depending on your business nature may be required by some customers before they allow you to work for them

25 Trademark Any sign which can distinguish the goods and services of one trader from another Can be: Words, Logos, Symbols, Pictures, Smells Register your trademark Exclusive right to use your trademark for the goods and/or services in UK

26 Trademark UK registration To be registrable, the trademark must be: Be distinctive for the goods or services Not be deceptive or contrary to law or morality Not be similar or identical to any earlier mark for the same or similar goods or services