The firm has for many years acted on a wide variety of
commercial arrangements and transactions for clients based outside
the UK, including in particular those based in other member states
of the European Union, the United States of America, Australia,
Canada, New Zealand, South Africa, the Middle East and the Far
East.
We also have an extensive network of correspondent law
firms in overseas jurisdictions who can be called upon to assist
with cross border transactions. Our legal staff includes a
number of people who are either qualified or have worked as lawyers
in overseas jurisdictions.
There are four main areas where we can help:
setting up business in the UK
establishment of UK entity
We can advise on the choice available and attend to registration
and incorporation formalities, namely in respect of the
following:
- branch of non UK company - a company
incorporated outside the UK may establish a presence in the UK
simply by opening a branch or other place of business and
registering at the UK companies registry prescribed particulars
including a copy of its constitutional documents and ongoing filing
requirements in respect of annual accounts.
- subsidiary company - a company
incorporated outside the UK may incorporate a separate subsidiary
company under the UK Companies Act - usually as a "private"
company, it being permissible for such a company to have a single
shareholder / member
- Societas Europeas - a European Company
Public Limited Liability Company or Societas Europaea (SE) pursuant
to the European Directive and egulation supplementing the European
Company Statute. A key feature of a company so formed is that it is
able to move its registered office from one Member State to
another.
(Apart from such provisions for an SE to move its registered office
from one EU Member State to another, there are at present no
procedures available under UK company law, such as exist in certain
states of the USA and various other jurisdictions, for companies
incorporated outside the United Kingdom to "migrate" directly onto
the UK register of companies).
- Limited Liability Partnership (LLP) - an LLP
is a corporate vehicle established under the Limited Liability
Partnership Act 2000. Prescribed particulars are required to be
filed at the Companies Registry. A minimum of two members (which
may be corporations) is required.
As a general rule there is no legal requirement for one or more UK
nationals to be a shareholder or director of a UK incorporated
company or a member of an LLP.
official consents
As a general rule no UK official consents are required for the
establishment of such entities or for remittance of monies to them
from outside the UK or vice versa;
But there are requirements for authorisation, licensing or
registration in respect of certain businesses such as
- most financial services (includign insurance)
- employment agencies
- the production and sale of particular categories of goods, such
as alcoholic beverages and prescribed drugs
acquisition of premises
The firm has a sizeable Real Estate department and connections
with many leading agents in London and the South East of England.
See our international real estate webpages for
more information.
engagement of employees
We can advise on the following matters:
- work permits for non UK nationals
- terms of engagement – employment or consultancy
- employee benefits
Employment law in the UK is generally more protective of
employees than in many jurisdictions outside the EU and there are
detailed legal requirements concerning terms of employment and HR
procedures.
terms of business
We can advise on terms of business for use in the UK market and
internationally, either for goods or services and either in the
retail market or within the trade.
bank facilities
We can advise on the terms of loan and other finance facilities
from UK banks and finance houses.
registration of intellectual property rights
We can advise on the protection of intellectual property rights
by registration in the relevant UK registers.
tax structuring
We can advise on structuring of international groups of
companies and companies owned by entrepreneurs and other entities
based offshore the UK.
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international mergers and acquisitions
We can advise non UK parties on making acquisitions in the UK,
either as an investment or as a means of establishing a presence in
the UK. Such acquisition may take the form of one of the
following:
- takeover offer for share capital of a UK company whose shares
are publicly traded
- takeover of the share capital of a privately held UK company –
either by private contract or by means of an offer
...and which, in either case, may include subsidiaries outside
the UK:
- assets acquisition agreement in respect of assets either just
within the UK or in several jurisdictions
- acquisition of a strategic shareholding in a company, possibly
as a form of joint venture with a UK entity
...in conjunction with the above:
- we can undertake Cross border due diligence
- we can advise on UK and EU Competition Law
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access to UK capital markets
The UK public markets are generally open to entities from
outside the UK subject to satisfying certain minimum requirements
and producing compliant documentation (prospectus, etc). We can
advise on admissions to:
- UK Official List
- AIM
- PLUS
Whether undertaken in conjunction with a fundraising or perhaps
by way of introduction to secure a dual listing. We can also advise
on private placings and fundraisings including from venture capital
funds.
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international commercial agreements
We can advise on the following:
- agency and distribution agreements
- intellectual property (IP) licensing
- outsourcing
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