Thinking about expanding your U.S. business into the UK? Here are a few considerations to take into account before making a move “across the pond”.
Formation and Organization Process
In most U.S. states, formation involves filing a Certificate or Articles of Incorporation with the state’s Secretary of State (SOS), which becomes part of the public record.
Then, internal organization and governance documents such as bylaws, minutes of meetings or written consents appointing the initial board of directors are completed and maintained internally with the company records.
In the UK, forming a corporation involves filing an incorporation form with the UK’s Companies House, along with the following governance documents for the proposed company:- Memorandum of Association: A one-page historical document about the incorporation of the company.
- Articles of Association: A detailed document about the governance of the company, including the board of directors and its members.
Regardless of where in the UK (England, Wales, Scotland and Northern Ireland) the company incorporates, registration takes place with the same agency.
Company Information on the Public Record
In the U.S., only a limited amount of information about the company is available to the public. Director and officer information (or the equivalent for different entity types) is not available in all states. Ownership information is not part of the public record for privately held companies.
In stark contrast to the U.S., a lot of company information is publicly available in the UK.
The governance documents mentioned earlier, the Memorandum of Association and Articles of Association, including any subsequent amendments to those documents are part of the company’s public record. Directorship and shareholding information, financials, the details of the individuals with significant control over a company, as well as the charges and mortgages against a company are also in the public record in the UK.
Registered Agent vs. Registered Office
With respect to service of process, U.S and UK rules are somewhat similar. In the U.S., a business is required to appoint a registered agent, where legal notices may be served, for each state where business is conducted. Company books and records don’t have to be housed in at the registered agent’s office, though some states may require it for specific purposes, such as fulfilling certain tax benefits.
In the UK, it’s mandatory for a company to have a registered office in its country of incorporation where all statutory correspondence and legal notices are sent to the company. It is also the address where all statutory registers and company records must be kept, unless an alternative location has been designated specifically for this purpose. (This is called a ‘Single Alternative Inspection Location’.)
Before Making a Move, Consult Professionals
Regardless of where you ultimately decide to expand your business, expertise and experience can go a long way in navigating unfamiliar jurisdictional requirements and filings. Consider engaging a professional service provider to help keep your business plans right on track.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
