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| 1. Holding Company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. There is no maximum and no minimum share capital.
9. There is no minimum share capital, no paid-in capital requirement.
10. The holding company is required to have a registered office in the UK.
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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK holding company formation packages, offered by Coddan and to find above, what kind of service is included in this or that holding companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Form a holdings company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320.
With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour," so you will know exactly what the total price will be. The information you provide to us is held in absolute privacy. We pledge NEVER to sell your name or personal information to any third party. In addition, we go the extra mile to make sure that our servers and connections incorporate the latest encryption and security devices. We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 UK Holding Company Formation Services. What is a British Holding Company?
UK holding companies as companies the purpose of which consists exclusively or primly in the administration of assets or in participation in or the permanent administration of interest in other enterprises. A standard limited company may be used as a holding company of any kind of entity anywhere in the world. Such a structure enhances the owner's privacy, facilitates ultimate sale of the underlying business and may have other practical benefits in the course of day-to-day operations. For example, the holding company could be used to provide loans to subsidiaries in various countries, on which the subsidiaries may obtain the benefit of tax deductions on interest paid.
The English or Scottish holding company of overseas subsidiary companies already performs creditably as an international holding company. Consider the following: the United Kingdom has the widest network of double tax treaties in the world, and is also a signatory to the EU Parent / Subsidiary Directive. Given the quality and extent of the UK's tax treaty network, it is arguably the best performer in the important discipline of extracting overseas dividends at the minimum tax cost. Whilst the United Kingdom offers no exemption from UK corporation tax on foreign income dividends, it grants double tax relief by way of a credit for foreign corporation tax underlying the dividends provided that the company holds, directly or indirectly, at least 10% of the share capital of the company from whom the tax credit is claimed. Where the underlying foreign corporate tax rate is 30% or more, then the credit will normally be a complete relief from UK corporation tax - and therefore as good as an exemption. It is significant that the UK has lower rates of corporation tax than most other industrial nations. The United Kingdom is remarkable in not imposing any withholding tax on dividends distributed by companies to UK non-resident shareholders. It therefore outperforms the other leading holding company locations in this regard.
The United Kingdom has always had substantial non-tax attractions as a location for the holding company of an international group. The Headline corporate tax rate is the lowest of the major economies and generous interest relief provisions reduce taxable profits and make the effective tax rate even lower. The UK has an extremely extensive network of double tax agreements. Unlike many of its European counterparts, the UK does not have capital duty on share subscriptions and there is no withholding tax on dividends paid by United Kingdom companies, irrespective of the residence of the shareholder.
Legislation exempting capital gains on the disposal of substantial shareholdings took effect 1 April 2002 in advance of the publication of the 2002 Finance Bill which will enact the legislation retrospectively. This participation exemption is a major development and one which makes the UK even more attractive. For many years the business community has argued for the introduction of a "participation exemption" on capital gains and dividends to bring it in line with a number of other European jurisdictions in particular the Netherlands. The new legislation meets these demands whilst setting out certain conditions and anti-abuse provisions and effectively sets the UK ahead of its competitors in respect of its holding company facility.
For capital gains exemption the investing company must have held a substantial shareholding in the company invested in for a period of twelve months within the two years prior to the disposal. It is not therefore necessary for the investing company to have a substantial shareholding at the time of the disposal to qualify. A substantial shareholding is at least 10% of the ordinary share capital of the company invested in and 10% of the rights to profits available for distribution and assets on a winding up.
The investing company must be either a sole trading company or a member of a trading group throughout the period beginning with the start of the last twelve month period in which the substantial shareholding requirements was met, and ending at the time of disposal and also immediately after the disposal.
"Trading" in this sense extends to preparing to carry out a trade or to acquiring a significant interest in the share capital of another trading company or holding company of a trading group (subject to the proviso that the interest acquired is not already a member of the acquiring company's group).
The investing company must be a "qualifying trading company" or a "qualifying holding company" throughout the period beginning with the start of the last twelve month period in which the substantial shareholding condition is met and ending at the time of the disposal and also immediately after the disposal. The definition of a "qualifying trading company" is one which does not carry on to any substantial extent non-trading activities such as holding intellectual property and ownership of land or assets as investments. A "qualifying holding company" is one which together with its 51% subsidiaries does not carry on to any substantial extent non-trading activities.
Whilst the legislation marks the UK out further as an attractive jurisdiction for holding company purposes it is important to remember that exemption applies only where the conditions set out in the legislation are met. The investing company must be a trading company immediately after the disposal. If as a consequence of a disposal, a company ceases to be a trading company or the holding company of a trading group because its non-trading activities comprise more than 20% of its activities, the gains will not be exempt.
United Kingdom owned groups have frequently used intermediate holding companies to hold shares in overseas trading companies. This has been done for a variety of reasons including getting the best mix of tax rates. With the advent of the new legislation the need for such intermediate holding companies is now questionable and the cost of establishing and maintaining such companies may no longer be justified in many situations. The withholding tax suffered on distributions via an intermediate holding company is more likely to be more than would be the case if the UK parent owned the company directly.
There may be tax-planning opportunities in eliminating the overseas holding companies. In particular, if such companies have retained profits, it may be possible to bring those profits onshore tax-free. In June 2002 the UK government introduced a capital gains tax exemption for UK companies with substantial shareholdings in another company. The new rules have now been clarified and apply to UK registered companies, foreign registered companies resident in the UK for tax purposes, as well as UK branches of companies registered outside the United Kingdom.
The following requirements must be observed: the Investing company (or Holding company) must hold at least 10% of the ordinary share capital of the Subsidiary company for at least 12 continuous months (then 12 months must not begin more than 2 years prior to the disposal of the shares). The Investing Company (or Holding company) must be a trading company by itself or a holding company of a trading group during the 12 months period mentioned above. The Subsidiary company must be either a trading company by itself or the Holding company of a trading group for the whole of the 12-month period. Trading activities mean activities in a trade, profession, or vocation carried on, on a commercial basis with a view of generating profits. Similar provisions apply for group companies.
- Great Britain as an International Holding Company Location
The United Kingdom has generally been overlooked as an international holding company location. For many years this state of affairs was exacerbated by the UK tax regime's requirement that an advanced payment of corporation tax, known as ACT, become due whenever a dividend was paid. In many cases zero or very low rates of UK corporation tax would be payable on the foreign income of such companies (due to double taxation relief), and thus ACT became irrecoverable as there was no UK corporation tax payable against which to set off the ACT. Fortunately, ACT is no longer with us, and this has put the United Kingdom in a very competitive position with the famous international holding company regimes of the European continent: Austria, Belgium, Denmark, Luxemburg, The Netherlands, Spain and Switzerland.
In fact, the United Kingdom has many competitive advantages over these "designer" holding company regimes. The country has a wider network of double tax treaties than its main competitors. There is no capital duly, no minimum paid-up share capital requirements and no dividend withholding tax regime. In addition, the administrative costs of UK companies are comparatively low.
Qualifying For Treaty Relief On Withholding Tax: The reduced or zero rate of withholding tax must be dependent on the British company being the beneficial owner of the dividend income. It cannot be dependent on the English company being the beneficial owner of the shares themselves.
Foreign Tax Credit Relief: The UK company must hold at least 10% of the voting power target company too claim the tax relief in the United Kingdom for underlying foreign tax payable on the target company's income.
Foreign Capital Gains Tax Regimes: These should be no domestic capital gains tax (CGT) levied in the target company's country on the gains of the United Kingdom company arising from the disposal of the shares of the target company.
The double tax treaty between the UK and the target company's country will often oust the target company's domestic taxing rights in favour of UK taxing rights, but the question is: can a UK company, which is receiving capital gains as a bare trustee of an offshore principal, obtain treaty protection from any domestic CGT levied by the target company's country?
This is not a problem with the US case study shown, as its domestic law does not tax capital gains of non-resident disposing US shares, provided that the greater part of the US company's value is not derived form real estate. But this is an interesting area where these is such a foreign domestic tax. Take Italy as an example, whose law does impose a domestic capital gains tax on the gains non-resident derive from selling Italian company shares. If the UK company in this case study also wholly owned an Italian subsidiary, and assuming that it held the shares of Italian company under the terms of an agreement with its offshore parent of the kind just outlined, then on the face of it treaty between Italy and the UK giving taxing rights to the United Kingdom.
When one look at the articles of the some treaty governing distribution of dividends, interests and royalties, there are express provision in those various articles stipulating that the recipient of those distribution must be the beneficial owner of such income in order to benefit from the treaty provisions. It would therefore appear that advisors have a basis for relying on the wording of Article 13 (4) of the UK-Italian treaty to claim treaty exemption from capital gains tax in Italy for a United Kingdom company holding shares in an Italian company under a division of share rights agreement of the kind considered in this article.
Tax Fraud: This does lead on the question of the money laundering. If a UK professional service provider assists a foreign client to commit tax fraud on a foreign revenue authority, then if a United Kingdom service provider offers his assistance knowing or suspecting foreign tax fraud, a money laundering offence may be committed in the UK. So in a scenario such as this where reliance is being placed on the capital gains article of the UK-Italian treaty by the British company under a "division of share rights agreement", the tax planning must be meticulously implemented. The division of share rights must be valid and effective and the parties must ensure that they are in a position to substantiate their respective entitlement to the appropriate Revenue authorities.
Conclusion: The division of shares rights agreement is a simpler solution to the CGT problem of UK holding companies than other planning techniques involving split share capital arrangements in the target company or the UK business entity.
A division of share rights agreements becomes contentious where the target company's country has a domestic CGT regime. This can be overridden by an appropriately worded United Kingdom double tax treaty, but much will be depend upon the precise wording of this treaty.
Meanwhile, the Treasure have proposed an exemption for UK companies which meet certain criteria from corporation tax or capital gains realized from disposing of "substantial" shareholdings, and the Chancellor of the Exchequer, in his pre-budget report on November 27, 2001 has confirmed that the government are now proceeding the draft legislation to progress this welcome initiative. The precise details of the exemption should be published following the Chancellor's Budget Speech in the House of Commons on 17 April 2002. UK holding companies which do not come within the terms of the new participation exemption should consider relying on the CGT planning points referred to in this article.
- Exporting Companies Using Double Tax Treaties
Prior to the enactment of section 66, Finance Act 1988, it was perfectly possible to migrate a company incorporated under the laws of one of the constituent jurisdictions of the UK to a non-UK jurisdiction. All one needed to do was to ensure that the company's central management and control was at all times exercised outside the UK. Section 66, Finance Act 1988 removed this flexibility; it provided that (subject to certain grand-fathering and transitional rules) a company which was incorporated in the UK would thenceforth be regarded for UK tax purposes as resident in the UK, irrespective of where its central management and control was exercised from.
However, section 66, Finance Act 1988, is subject to the provisions of any applicable double tax treaty. Thus, the provisions of a double tax treaty may make a UK incorporated company a resident of an overseas jurisdiction (and not of the UK) for the purposes of that treaty. See, for example, Article 3(3) of the UK-Barbados Agreement of 26th March 1970, as amended:
"3(3) Where by reason of the provisions of paragraph (1) of this Article a person other than an individual is a resident of both Contracting States then it shall be deemed to be a resident of a Contracting State in which its place of effective management is situated."
Other examples of UK double tax treaties that can be used for this purpose are those with Cyprus, Mauritius and Switzerland. It should be noted that the concept of central management and control is not quite the same as the place of effective management. The former test looks to the highest level of policy decision-making relating to the company's business, whereas it is thought that effective management refers more to the day-to-day management of the business.
- The Substantial Shareholder Exemption
UK incorporated (and resident) companies have always been somewhat troublesome as international holding vehicles. Over the years, successive UK Governments have tinkered with the corporation tax system in an effort to attract international corporate business to the UK, with varying degrees of success. The position that we are now in is as follows.
A UK incorporated holding company is within the charge to corporation tax on its worldwide income and capital gains. If its only income is dividend income from subsidiary companies, that income will either be exempt (UK dividend income) or within the charge to corporation tax (foreign dividend income). Unilateral relief or double tax relief may be available to mitigate the incidence of corporation tax on foreign dividend income, in respect of underlying tax borne by the dividending company or withholding tax payable on the dividend itself. Where the credit given for the underlying tax and/or the withholding tax is greater than or equal to the corporation tax payable (the highest rate of corporation tax is 30%), no corporation tax will be due; where, however, the credit given is less than the corporation tax payable, the difference between the credit and the corporation tax payable will be due. Dividends declared (or, in the case of interim dividends, declared and paid) by a UK resident company attract no withholding tax.
If a UK registered holding company only owns shares in subsidiary companies (wherever incorporated and resident) and all (or predominately all) of those companies are trading companies, the new substantial shareholder exemption from corporation tax may be in point on a disposal of some or all of the shares in those companies.
A UK incorporated holding company will own a substantial shareholding in another company (the "investee company") if it owns shares by virtue of which: it owns not less than 10% of the investee company's ordinary share capital; it is beneficially entitled to not less than 10% of the profits of the investee company available for distribution to equity holders of the investee company; and it would be beneficially entitled on a winding-up of the investee company to not less than 10% of the assets of the investee company available for distribution to equity holders.
The UK incorporated holding company must have owned the shareholding for a certain period of time before the disposal, in order to qualify for the exemption. In short, in the 2 years prior to disposal, the UK incorporated holding company must be able to show a continuous period of ownership of 12 months.
Finally, the UK registered holding company, in addition to having owned a substantial shareholding throughout the requisite continuous 12 month period, must either be a sole trading company (which, where it is purely a holding company, it won't be) or a member of trading group, both throughout the requisite period of pre-disposal ownership and immediately after the time of disposal. In this respect, a group of companies consists of the UK incorporated holding company and its direct or indirect 51% subsidiaries. A trading group is a group, one or more of whose members carry on trading activities, in which the activities of its members, taken together, do not include to a substantial extent activities other than trading activities.
In terms of the investee company, it must have been a trading company, a holding company of a trading group or a holding company of a trading sub-group throughout the period beginning with the start of the UK incorporated holding company's requisite continuous 12 month ownership period and ending with the time of disposal, and immediately after the time of disposal.
The above is a merely a snapshot of the relevant legislation. It is complex, and contains certain anti-avoidance provisions, which would always need to be considered. It is also worth remembering that any non-UK resident subsidiary company of a UK incorporated holding company will be a controlled foreign company and, therefore, the exemptions to the controlled foreign company legislation (most notably, the exempt activities exemption and the motive test exemption) would need to be considered.
- Online UK Holding Company Formation and Search Services With Free Name Check, Enquiry and Order Forms and Online Payment Option.
Coddan provides services to new and existing businesses including private company limited by shares, holding company, and subsidiary company formations services, from ready-made companies to own name incorporations in United Kingdom, Northern Ireland and Scotland.
Our e-formation service eliminates the need to complete Forms 288a (to appoint the directors and secretary), making the process of forming a holding company even easier and quicker. With our new online electronic companies registration system, we take you through each step of your holdings company incorporation process as quickly and as simply as possible. Our specialist knowledge and vast experience enable us to provide a fast, efficient, and professional service, and one which a great many businesses have been founded and built upon to date. Once you have completed our online order form and your new limited company is in the processing stage of being registered at Companies House you will receive an order acknowledgement from us by email. Documents we send you via email for the electronic E-Quick Formation Package (£115.00) are: Certificate of Incorporation - in PDF format, special Memorandum & Articles of Association, First Minutes of Directors meeting, share certificates, Registers of Members, Directors and Secretaries, Directors Interests, Company charges - in Word format.
It's a simple process to register your company. All you need to do is use the free availability check to see if your chosen company name is available. If so, then fill out a few details using the online forms, enter your payment details, and submit your application. No documents to sign. We form companies with you as the first directors, secretary and shareholders. Our online order form is a completely web based application, whereby all the company details are entered into our system and submitted electronic through The Companies House Filing Service.
How it works. Choose from our selection of company formations: E-Quick, Economy, Premier or Deluxe. Enter your contact and company directors, secretaries and shareholders details using our online order form facility. You are sent immediate confirmation via email of your transaction from WorldPay and ourselves. You will receive your company documents in a short time, typically six hours (*If ordered before 11:00 and Companies House permitting). It's that simple!
E-Quick UK Holding Company Formation Package - £115.00.With our new online electronic company creation system, we take you through each step of your company incorporation process as quickly and as simply as possible. Coddan provides a cost-effective, rapid service for incorporating companies. Our UK company registration process is completely electronic, with no forms to complete, making us one of the few fully-electronic company formation services in the UK. Once you have incorporated your company with us, we also provide online processing for the following Companies House forms: Form 287 - Change of registered office; Form 288a - Appointment of company secretary or director. These forms are raised automatically when you edit your company details in our unique company database. All you need to do is tell us the name of the company that you would like to form and then leave the rest to us. Your new limited company will normally be formed within 6-8 working hours of request, and minutes later you will receive your Certificate of Incorporation" by email. Documents we send you via email for the electronic package are: Certificate of Incorporation - in PDF format, Memorandum & Articles of Association, First Minutes of Directors meeting, share certificates, Registers of Members, Directors and Secretaries, Directors Interests and Company charges - in Word format. Additional services are available. With all of our formations, the Certificate of Incorporation, the Memorandum of Association and the Articles of Association are all sent to you electronically, by email as Adobe Acrobat files. Acrobat is a free reader program so you don't need anything else to view and print your documents.
Economy English Holding Company Incorporation Package - £190.00. All our company registration packs are electronically formed at Companies House with no requirement to complete any old style paper forms! Your new company will be formed on the same day (subject to Companies House) in the name you choose (where possible). Our packages are designed to give you everything you need at little cost. If you do not see what you are looking for call us and we will endeavour to solve your problem. All UK registered companies are legally required to have a UK registered office address. It is the address of a company to which Companies House letters and reminders will be sent. The registered office address can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office address must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. The registered office address cannot be a PO Box; it must be an address where legal papers can be served. The company's name should also be displayed outside of the premises. You may want to consider the benefits of using our registered office address as detailed below.
Our registered office address will be recorded at Companies House and all official mail will be forwarded to your designated address. We will also display your company name outside of our offices as required by law. If you want to be a Scottish registered company and governed by Scottish law then you will need a registered address in Scotland. We can provide you with a prestigious address in Edinburgh. For UK companies owned by overseas residents it is a legal requirement to have a UK registered address where official government mail can sent. Please note that this address should not be used for any trading purposes or general correspondence, or for any form of advertising. The address is only to be used to comply with the requirements of the Companies Act 1985 in relation to official mail and documents.
Users of our registered office service must keep us informed of any change to their forwarding address and telephone, fax or email contact points. If clients' mail is returned undelivered we will be obliged to inform the appropriate authorities of our inability to establish contact with the officers of your company. A renewal invoice is issued each year several weeks prior to the renewal date. If payment is not received this service ceases. You must immediately notify us of your new registered office so we can inform Companies House. In the event that a new registered office address is not provided to us we are obliged to inform Companies House of your last known contact details and advise them that your company no longer seems to have a qualifying registered office. If they then determine that your company is no longer compliant with the registration requirements for limited company they may decide to delete your company from the Register.
Premier British Holdings Company Registration Package - £265.00. This package includes registered office and nominee company secretary for 12 months (includes processing annual return). Coddan can provide a nominee company secretary for your private limited company. We have many years experience acting as secretary for hundreds of companies so you can feel confident we have the required knowledge to perform this role. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. For non-UK residents this service often proves invaluable as Coddan are familiar with UK authorities and procedures.
This package designed to meet the requirements of those who do not want to appoint a second person to their company. The Companies Act requires a minimum of two officers to be appointed at all times. If you are in business on your own it can often be difficult to find someone else to take on the role of company secretary as they maybe unsure of there legal obligations and responsibilities.
The company secretary service will need to be renewed after one year. You will be contacted regarding confirmation of details re: the filing of the annual return, and renewal of the service. If we are to provide an efficient service, you will need to keep us informed of any changes in contact details. If we are unable to contact you, we will be unable to file the annual return, nor continue to act on your behalf. Ultimately we will have to refer the matter to Companies House.
Deluxe UK Holding Company Creation Package - £390.00. This package includes registered office, nominee company secretary for 12 months (includes processing annual return) and nominee director service (includes General Power of Attorney). If you do not wish to disclose director and shareholder names and other personal details for the incorporation, we can provide a nominee director and a nominee shareholder. Usually one share is issued to the company director, who will issue a Declaration of Trust in favor of the company owner.
This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes.
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£ 52.00
This is our most popular package with UK residents, and includes:
Submission of applications that details company's executive officers (£1,000 authorised shared capital, a minimum of one share may be issued)
A registered office address for 12 months, provided by Coddan
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