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Map of United Kingdom National Flag of UK

Land Area: 241,930 square kms

Coastline: 12,429 kms

Capital: London

Population: 62.641(approx.) millions

Climate: The United Kingdom straddles the geographic mid-latitudes between 50-60 N from the equator. It is also positioned on the western seaboard of Eurasia, the world's largest land mass. These boundary conditions allow convergence between moist maritime air and dry continental air. In this area, the large temperature variation creates atmospheric instability and this is a major factor that influences the often unsettled weather the country experiences, where many types of weather can be experienced in a single day.

GDP: 2.432 trillion USD (2011)

Time Zone: GMT + 0:00

Literacy: The literacy rates stands at 99% for both males and females

• Environment - Current issues: Green house gas emissions, & Industrial and commercial wastes disposed of in landfill sites.

Environmental- Current Issues: Climate Change, conservation, pollution, invasive species, nuclear, waste etc.

Environment – International Agreements:

  • Antarctic Treaty
  • Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Their Disposal
  • Convention for the Conservation of Antarctic Seals
  • Convention on Biological Diversity
  • Convention on Fishing and Conservation of Living Resources of the High Seas
  • Convention on Long-Range Transboundary Air Pollution
  • Convention on Wetlands of International Importance Especially as Waterfowl Habitat (Ramsar)
  • Convention on the Conservation of Antarctic Marine Living Resources
  • Convention on the International Trade in Endangered Species of Wild Flora and Fauna (CITES)
  • Convention on the Prevention of Marine Pollution by Dumping Wastes and Other Matter (London Convention)
  • Convention on the Prohibition of Military or Any Other Hostile Use of Environmental Modification Techniques
  • International Convention for the Regulation of Whaling
  • International Tropical Timber Agreement, 1983
  • Kyoto Protocol to the United Nations Framework Convention on Climate Change
  • Montreal Protocol on Substances That Deplete the Ozone Layer
  • Protocol of 1978 Relating to the International Convention for the Prevention of Pollution From Ships, 1973 (MARPOL)
  • Protocol on Environmental Protection to the Antarctic Treaty
  • Protocol to the 1979 Convention on Long-Range Transboundary Air Pollution Concerning the Control of Emissions of Nitrogen Oxides or Their Transboundary Fluxes
  • Protocol to the 1979 Convention on Long-Range Transboundary Air Pollution Concerning the Control of Emissions of Volatile Organic Compounds or Their Transboundary Fluxes
  • Protocol to the 1979 Convention on Long-Range Transboundary Air Pollution on Persistent Organic Pollutants
  • Treaty Banning Nuclear Weapon Tests in the Atmosphere, in Outer Space, and Under Water
  • United Nations Convention on the Law of the Sea (LOS)
  • United Nations Convention to Combat Desertification in Those Countries Experiencing Serious Drought and/or Desertification, Particularly in Africa
  • United Nations Framework Convention on Climate Change

International Airports: Major Airports are London’s Heathrow Airport, Belfast International Airport, Birmingham International Airport, Manchester International Airport, Cardiff International Airport

Ports of Entry: There are over 950 ports , harbours, jetties and piers around the coastline of the UK, of which more than half are in Scotland.

  • Financial Year: Any period of 12 months.
  • Tax rates for Year 2012-13

Individual

Taxable Income (£) Rate of Tax
0 - £2,710 10 % (starting rate for savings only)
0 - £34,370 20 % (basic rate)
£34,371 - £150,000 40 % (higher rate)
Over £150,000 50 % (additional rate)

Company

Particulars Amount and tax rate
Small profits rate* 20%*
Small profits rate can be claimed by qualifying companies with profits at a rate not exceeding £300,000
Marginal Relief Lower Limit £300,000
Marginal Relief Upper Limit £1,500,000
Standard fraction 1/100
Main rate of Corporation Tax* 24%*
Special rate for unit trusts and open-ended investment companies 20%

Main rate of Corporation Tax

The main rate of Corporation Tax applies when profits (including ring fence profits) are at a rate exceeding £1,500,000, or where there is no claim to another rate, or where another rate does not apply.

Ring fence companies

*For companies with ring fence profits (income and gains from oil extraction activities or oil rights in the UK and UK Continental Shelf) these rates differ. The small profits rate of tax on those profits is 19 per cent and the ring fence fraction is 11/400 for financial years starting 1 April 2010, 2011 and 2012. The main rate is 30 per cent for financial years starting on 1 April 2010, 2011 and 2012

Procedure to Set up a Limited Liability Company in UK

Formation of a limited liability company involves lodging certain documents at Companies House, which is the government agency responsible for registering companies. There is also a legal requirement to create and maintain certain registers (this is discussed further below). Generally there are four documents required to be lodged at Companies House, namely, the Companies House form 10, the Companies House form 12, the Memorandum of Association and the Articles of Association. In some rare cases (e.g. where special permission from some other agency is required in respect of the proposed company’s chosen name) other documents may need to be lodged also.

The forms 10 and 12 can be obtained from the Companies House website www.companies-house.gov.uk. However, it should be mentioned that they are not the easiest forms to follow and if completed incorrectly, Companies House will normally reject the documents, which will necessitate that they be corrected and returned to Companies House. The Form 12 takes the form of a statutory declaration, which must be witnessed by a Justice of the Peace, a Notary Public, a Solicitor or a Commissioner for Affidavits. If the documents are rejected by Companies House, it is usually necessary to have the Form 12 declared again (before a witness meeting one of the descriptions just mentioned) and then to have all of the documents re-lodged at Companies House.

Most people attempting company formation struggle with the company’s Memorandum of Association and the company’s Articles of Association. These documents are very important - they describe the company’s objects and also deal with the way in which the company’s internal affairs are regulated. For example, the Articles of Association deal with such things as the transfer of shares, the conduct of directors’ and members’ meetings, the declaration of dividends and the directors’ indemnity from company assets.

The format of the Memorandum of Association and the Articles of Association may be found in The Companies (Tables A to F) Regulations 1985. This legislation contains a ‘model’ example of a Memorandum of Association and Articles of Association. A copy of these regulations may be obtained from The Stationery Office Limited (the privatized publishing arm of Her Majesty’s Stationery Office). The Stationery Office Limited has an office at Nine Elms, London and at the time of writing could be contacted on Ph. 0870 600 5522. It has a website at www.tso.co.uk. (In general, statutory enactments going back to 1989 may be obtained free of charge from www.hmso.gov.uk. Unfortunately, The Companies (Tables A to F) Regulations 1985 are not available from that source as they were passed in 1985).

But even armed with The Companies (Tables A to F) Regulations 1985, the process of forming a company has complications. The ‘model’ set of Articles of Association (known as ‘Table A’) found in these regulations has undergone little change since it appeared in earlier legislation in 1948 and is unsuitable in many respects for modern companies. (For example, the meeting procedures are cumbersome, the provisions for compulsory rotation of directors are usually unsuitable, the provisions requiring directors to keep minutes are usually considered to be drafted in a manner which is too onerous on directors and there are no satisfactory pre-emption rights in relation to shares. Many other examples could be given.) Although it is possible to adopt Table A in full (e.g. by writing a letter to Companies House at the time of lodging the other documents) thereby avoiding the need to prepare any Articles of Association, this is rarely a good idea in practice.

Also The Companies (Tables A to F) Regulations 1985 give no guidance as to how the Articles of Association should be signed. In practice, they are usually signed by the subscribers (initial members / shareholders) in the presence of a witness who signs also.

There are more hurdles after lodging the correct documents at Companies House. Various sections of the Companies Act 1985 require limited companies (and indeed other types of companies) to keep proper registers - e.g. section 352 (Register of Members), section 288 (Register of Directors and Secretaries) and section 407 (Register of Charges). If these registers are not kept, the company and every director and company secretary commits an offence and is liable to a fine. The registers are not in a specific format prescribed by legislation. Rather, each company register may generally be set out in whatever format is convenient, so long as all of the information required by the legislation is included.

In addition to the company registers, a limited liability company will usually wish to issue share certificates to its initial members / shareholders shortly after it is formed. Again, share certificates are not in a specific format prescribed by legislation.

So in summary, the process of limited company formation (with all of the legally required registers etc.) can be quite difficult and time-consuming, even after carrying out a good deal of research into primary materials such as the Companies Act 1985, The Companies (Tables A to F) Regulations 1985 and the requisite Companies House forms as prescribed by legislation.

What MNRS Offers

MNRS offers credible services relating to setting up of business in United Kingdom (UK) like:

  • Registration of LLP, Company
  • Purchase of Shelf UK Company
  • Nominee Director (Natural Person) UK Resident / Non-Resident
  • Nominee Shareholders (Natural Person) UK Resident / Non-Resident
  • Secretarial Services including changes in LLP, Company Structure
  • Bank Account opening and providing nominee bank signatory
  • Virtual office facility (Space for meetings, Fax, Internet, reception, file storage etc.) in various cities of UK.
  • Dissolution of LLP, Company
  • Takeover or sale of existing business. (Liaison, due diligence, business valuation etc.)
 
Contact for this Service
CA Neeraj Kumar Agarwal
Partner
e-mail: Neeraj@mnrsindia.com
CS Shreyansh Jain
e-mail: Services@mnrsindia.com
Tel: +91 (11) 46502975
Telefax: +91(11) 29812975
Mob: 9313010417
     
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