Opening up in the UK: a guide for overseas businesses

With the right professional advice, you can feel much more confident about setting up a business in the UK, argues David Wilson of Barnett & Turner: Imagine you are setting up a business in an overseas territory. You may be establishing the venture to undertake a specific contract, or you may just be dipping your toes into new territorial waters. Either way, would you want to go to all the expense and hassle of trying to recruit a finance team overseas, when you don’t know anything about the local labour market or culture? Similarly, without the knowledge of the local legal, accounting and tax regulatory framework, setting up a business in an overseas location can be a daunting task.

The challenges are, of course, also true in reverse. An overseas business setting up in the UK will find itself confronted by the same issues. Professional advisers need to work closely together to provide the guidance needed at the beginning of the venture, including the selection of the most appropriate structure for the business, from both a legal and tax perspective.

Lawyers can assist with, among other things, company formation, appointment of directors and the issuing of shares, as well as commercial contracts for client and subcontractor agreements, company secretarial issues, annual returns and banking agreements. You can then turn to your accountants for advice and support on other matters.

If your business has employees, you will require assistance with UK employment legislation, contracts of employment for UK staff and taxation of inbound or outbound employees. There’s also the question of corporate benefits, which might be anything from medical and dental care through to maternity/paternity leave, death in service, salary exchange and pension auto-enrolment.

The lack of a local finance function can often be a challenge. An outsourced accounting and payroll provider takes away the hassle of bookkeeping, calculating and paying suppliers, employees and payroll taxes. They can also help with the submission of VAT Returns and the paying of any VAT due, the preparation of management accounts and the filing the year-end financial statements in accordance with UK standards.

With the advent of cloud-based bookkeeping and payroll software, your overseas head office can have access to live data that is maintained by the outsourced provider.

Outsourcing allows the directors and owners to concentrate on their ‘core’ function, while growing the business and customer relationships in the UK. It can also mean that less investment is required in IT and software to support the finance function and allow limited resources such as office space to be used for core activities. Outsourcing also gives you peace of mind on staffing issues such as training, sickness and holidays.

Taxation advice will also be important. As an overseas owner, you’ll need to understand your reporting obligations in the UK. Any employees you bring over to the UK, or subcontractors you engage to carry out work over here, will have UK tax reporting obligations. Your parent company will need advice on how to repatriate any profits made in the UK, while specialist input may be required when dealing in VAT, as well as Import/export.

One final thought to bear in mind is that although the UK company on its own may be considered ‘small’ for audit purposes, an audit may be required of a UK subsidiary of a medium or large-scale overseas group.

With the right support and advice in place at the outset, the challenges of establishing a UK business shouldn’t be insurmountable. So make sure you speak to your professional advisers at the earliest possible stage.

If you would like to discuss anything related to this article please do not hesitate to call Barnett & Turner on 01623 659659 or email Jonathan at