united-kingdom corporate-law incorporation
Setting up and running a limited company (UK) remotely (EU)
<p>I would like to ask what are the potential pitfalls of setting up and running a limited company from a different country. In particular, the company would be incorporated in the United Kingdom, and I would be the director/sole shareholder/only employee running it from continental EU (Czechia, to be concrete).</p>

<p>I am a software developer and I am more comfortable reading legal documents in English than in my native language. The other reasons why I chose the UK are</p>

<ul>
<li>I have good experience with an unnamed mail forwarding/scanning service that offers a 'registered office address'.</li>
<li>It consistently ranks among the top 10 in the 'Ease of doing business' index</li>
</ul>

<p>I can see two potential problems:</p>

<ol>
<li>The Companies House needs to be informed about the location of the company records unless they are at the registered address. They may object to them being located outside the United Kingdom.</li>
<li>The mail forwarding service and all its competitors cease their operations. I suppose it would be possible to wind up the company even without a registered office address. I can travel to the UK if necessary.</li>
</ol>

<p>You're easiest fix will be to engage an accountant in the UK to serve as the registered office of the company. They may not even charge you for it, as they would do your books for you. 
Last time I looked, there were plenty of businesses offering such a service.</p>

<p>I can only speak for the UK where I do have significant own experience with exactly your situation. In short words:</p>

<p>Your worries about Companies House and the well-known providers of addresses will not be your problem, despite I can only urge you to properly understand the difference between the registered office and your trading address, but there are good business centers who can provide both for limited amounts of money (2-digit / month).</p>

<p>One problem you will run into is to setup a bank account for your company, which will be practically impossible in the situation you describe. At least when talking about let me call them "regular banks". A UK limited company with a director who cannot proof his UK address (make sure you understand the concept of "proof of address" in the UK) will not get a bank account neither from high street banks nor from the Fintech / challenger banks. Peroid. If anyone knows better, I offer a bounty of 1.000 GBP in cash for success.</p>

<p>You will be able to somehow get a UK IBAN in the name of the company on which you can received GBP as well as EUR or CZK from other providers such as companies which are "wise" to use on "transfers", for example. I managed. This may serve your needs or not.</p>

<p>Also anything may change or may not change if the UK will leave the EU or not.</p>

<p>First of all, I agree with TorstenS's answer and with phoog's comment.</p>

<p>In general, the UK is a country where it's quite easy and cheap to incorporate making it a country you definitely should look into if you want to incorporate. Here in Germany, there was a time when 10% of all incorporations were UK limiteds and some banks even offered bank accounts specificially for UK Limiteds managed from Germany.</p>

<p>In my opinion, on top of the pitfalls mentioned before, you should be aware of the following issues:</p>

<p><strong>1) Recognition of your company in other jurisdictions</strong>: This shouldn't be a problem for Czechia but you should be aware of it. When it comes to cross-border recognition of corporations, there are two different legal approaches to determine whether your incorporation is valid or not and where you have to incorporate. THese are 1) the seat theory and 2) the incorporation theory. The incorporation theory is straight-forward: Each corporation is governed by the jurisdiction where it is incorporated, so a UK Limited is governed by UK law. The seat theory, in contrast, follows a territorial approach: Each corporation is governed by the jurisdiction where its place of management is based. Fortunately, Czechia applies the incorporation theory which means that a UK Limited managed in Czechia would be recognized by Czech authorities. Jurisdictions that use the seat theory (e. g. Germany, France) would first look into where your entity is managed; Since it is managed in Czechia, czech law would apply which in turn applies the incorporation theory which in turn means that your UK entity is to be recognized in those countries as well. However, you cannot move the place of management of your UK limited to a jurisdiction that uses the seat theory (again, this includes certain European countries such as Germany and France). If you move the place of management to e. g. Germany, German law will assume that your entity ceases to exist. This means that by having a UK limited in tow, your mobility is restricted. The aforementioned, however, only applies to UK limiteds as of 2021-01-01; During the Brexit transitional period, your UK Limited would continue to benefit from EEA freedom of establishment which gives any EEA entity the right to move its place of management across Europe as it pleases (unless the jurisdiction of incorporation chooses to dissolve the entity for moving out of country), thereby overriding the seat theory in favor of the incorporation theory. However, as this does only work for EEA entities, you may want to consider incorporating in an EEA jurisdiction so you can benefit from your freedom of movement permanently.<br />
In short: Don't incorporate a UK Limited if you intend to move the place of management to a seat theory country in the near future. If you go for a UK Limited and you plan to have e. g. a lawsuit in Germany, be prepared to explain to a German bureaucrat why your incorporation wasn't voided by BRexit.</p>

<p><strong>2) Brexit</strong>: Brexit will cause disadvantages for UK entities in various ways. Therefore, you may want to consider incorporating in an EEA jurisdiction instead.</p>

<p><strong>3) Double taxation</strong>: Your entity will be considered tax resident in two jurisdictions. This means that you will have to file 2 (two) tax declarations each year and these tax declarations will be more complex because you will probably need to make use of a double-taxation treaty. Don't underestimate the red tape in here, I recently read about a guy who was tax resident in the UK and the US. His personal tax return for the US was 250 pages long and he had to pay an accountant £3000 to prepare it. His taxes in the US were 0. On top of that, there are also occasional pitfalls with taxation itself. If you don't fear complex tax returns, go for it; but if you want to be on the safe side, you should seek advice from an accountant to make sure that there are no tax pitfalls.</p>

<p><strong>4) Proving the existence of your company et cetera</strong>: There are certain situations where you will need to prove the existence of your company and that you have authority to act in its name, such as incorporating a subsidiary or buying real estate. For foreign entities, it's more difficult to obtain the neccessary documents. You may be asked to provide apostillas, acknowledgements, sworn translations and whatever. Here in Germany, it's possible to have some of these requirements waived if you go to a notary who is familiar with UK law and fluent in English. Czechia might be similar, don't know for sure. Before you incorporate, you should figure out how much money you're going to pay for these formalities.</p>

<p><strong>5) Reporting Requirements</strong>: Once a year, you have to submit an annual report to, I think Companies House. This is no big deal, but if you forget to do it, Companies House will delete your company in its own motion and all assets become property of the crown. Undeleting a company which was deleted this way is possible but it cost like £1000, I think. If you go for a UK Ltd., make sure that you don't fail your reporting obligations.</p>

<p><strong>6) Registration of your UK Limited with Czech authorities</strong>: I don't know if this is an issue in Czechia, but here in Germany, legislation requires that foreign stock corporations which are managed from Germany be registered with the trade register as a branch establishment. Registering a branch establishment in Germany is quite expensive and it even costs more than a low-budget stock corporation. Before you incorporate, you should figure out whether czechia has a similar requirement.</p>
