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Foreign Investment Screening System in the United Kingdom
The UK did not have a specific screening system or statute explicitly targeting only foreign investments.
However, the National Security and Investment Bill (NSI) was approved by the Queen on April 29, 2021, and came into effect on January 4, 2022.
The United Kingdom, made up of England, Scotland, Wales and Northern Ireland, is an island nation in northwestern Europe.
England – birthplace of Shakespeare and The Beatles – is home to the capital, London, a globally influential centre of finance and culture.
England is also site of Neolithic Stonehenge, Bath’s Roman spa and centuries-old universities at Oxford and Cambridge
- Wikipedia -
Capital: London
Area: 242,495 km2
Population: 66,971,411 (2023 estimate)
Currency: Pound sterling (GBP)
Foreign Investment Screening System in the United Kingdom
The UK did not have a specific screening system or statute explicitly targeting only foreign investments.
However, the National Security and Investment Bill (NSI) was approved by the Queen on April 29, 2021, and came into effect on January 4, 2022.
The NSI (Investment Law) grants the government the authority to scrutinize and intervene in business transactions, such as acquisitions, to safeguard national security.
It also provides businesses and investors with the certainty and transparency necessary to conduct business in the UK.
This legislation empowers the British government to select investments, establishing a separate national security investment review system distinct from the existing competitive marketplace overseen by the Competition and Markets Authority (CMA).
The UK provides a tax benefit supported by companies that conduct innovation projects in science and technology and can be applied by both domestic and foreign companies.
SME (Small and Medium-sized Enterprises) R&D Support: An additional 130% of eligible expenses is deducted from annual revenue, totaling 230% deduction when combined with a general 100% deduction.
Large companies can claim R&D tax credits (RDEC), and small and medium-sized companies, as well as large companies that have subcontracted R&D work, are also eligible to claim it.
Venture Capital System
Enterprise Investment Scheme (EIS): A system designed to help companies raise funds for business growth, providing tax breaks to individual investors who buy new shares of a company.
The system allows companies to raise up to £5 million a year and a total of £12 million in their lifetime.
Website:https://www.gov.uk/guidance/venture-capital-schemes-apply-for-the-enterprise-investment-scheme
Venture Capital Trusts (VCT): Designed to be funded by small, high-risk trading companies, VCTs are companies approved by the British National Tax Service (HMRC) that can receive certain tax breaks if these companies subscribe to shares or provide funds to unlisted small businesses.
Website: https://www.gov.uk/government/statistics/venture-capital-trusts-2022
SEIS (Seed Enterprise Investment Scheme): A scheme that helps companies raise up to £150,000 by offering up to 50% tax benefits in the fiscal year in which the investment is made when investors invest in small and early start-up businesses.
Website: https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme
- The Social Investment Tax Relief (SITR): Government support designed to raise funds to support social enterprises, etc.
*Available only for investments made on or before April 5, 2023
Website: https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-social-investment-tax-relief
Patent Box is a system that allows companies that are obligated to pay corporate tax and handle products and services that have acquired an invention patent (intellectual property rights) or are in the process of obtaining them to receive 10% corporate tax cuts on profits obtained through the products and services.
Website: https://www.gov.uk/guidance/corporation-tax-the-patent-box#history
* Patent Box Eligibility
If you are liable for corporate tax
In the case of obtaining an invention patent and obtaining a profit
You own a patent or have obtained an exclusive license
Qualified development of a patent has been carried out
ㅇ UK Foresight
It is a program operated by the Government Office for Science in the United Kingdom.
It is supported based on a 12-month study period.
Target: Assisted by appropriate selection based on selected research topics
Website: https://www.gov.uk/government/collections/foresight-projects
National Security and Investment Bill
For businesses and other institutions operating in sensitive sectors of the economy, requirements are established for approval of certain types of trading transactions.
Create a voluntary reporting system that encourages reporting by parties who believe that trading transactions or other acquisitions may cause national security problems.
(If that business is not one of the businesses that you should automatically declare.).
Allows the Secretary of State to convene legally defined trading transactions or other events to conduct national security assessments.
(Regardless of whether it has been reported to the government)
Empowering the application of remedies to address risks to national security, sanctions against non-compliance, and legal challenges mechanisms.
As a tax reduction area announced in March 2021, businesses located in the free port are exempted from acquisition tax, and they can enjoy tax reduction benefits including full rebates for construction and machinery investment, zero business taxes for five years, and tariff cuts.
https://www.gov.uk/guidance/freeports
The selected areas are based on ports including Felixstowe and Harwick, Liverpool City Region, Humber, Southampton and London Gateway, and areas around Plymouth and South Devon, Teesside and East Midlands airports are also designated free ports.
Support Programs and Targets
Local Welsh Government supports the establishment of R&D projects and production facilities related to the production and development of new high-tech innovation products in Wales through Business Innovation Support Package Program, and travel costs for potential R&D partners It provides support and support for cooperative projects with universities in Wales.
Government Subsidy Support
Support for SMARTCymru R&D funding, as well as UK and European subsidy applications, can be obtained through business innovation support experts from Welsh local governments.
SMARTCymru R&D funding is available at any stage throughout the R&D project.
Possible supported areas include technology development, industrial research, experimental development, etc.
The specific amount and duration can be found on the Welsh Government website at https://businesswales.gov.wales/expertise-wales/support-and-funding-businesses/smartcymru (link exclusively for overseas use) and can be examined in detail there.
ㅇ Website : Scottish Development International(https://www.sdi.co.uk/)
Major Incentive Overview
RSA (Regional Selective Assistance) Grant: If you are a small and medium-sized company based in Scotland or a project, you can apply and receive support depending on the size or location of the project, but the amount of support you can receive is between 100,000 and 250,000 pounds.
a substantial investor in capital expenditure Projects that are needed can receive "first-time investment support" and involve relatively low levels of capital expenditure, but projects that create a lot of new jobs can be supported through "job creation measures."
SMART: Up to 70% of the project cost can be paid to small businesses that carry out R&D innovation projects independently.
For reference, up to 60% can be subsidized if it belongs to a medium-sized company.
Consortiums (consultations of two to six companies) that carry out qualified R&D can also be supported.
https://findbusinesssupport.gov.scot/service/funding/smart-scotland-grant
Scottish Investment Bank Support: It provides financing and joint investment to small and medium-sized enterprises.
ㅇ Website: Invest Northern Ireland (www.investni.com)
Major Incentive Overview
Innovation and R&D Project Funding: Up to £5,000 is provided to purchase the necessary expertise from universities and research institutes in Northern Ireland and Ireland through the Innovation Vouchers system.
*Website: https://www.investni.com/support-for-business/innovation-vouchers.html
Funding for high-growth start-ups: Among other high-tech industries, including high-tech materials, organic science, healthcare, design engineering and broad industries, energy and ICT industries, over the past three years outside Ireland
Start-up consulting support and subsidies are possible if high sales achieved can be proved and jobs can be created through Irish businesses.
The subsidy will be determined according to the review of the project contents, and up to 220,000 will be provided.
*Website: https://www.investni.com/support-for-business/support-for-high-growth-start-ups.html
Financial Support: IDB provides government funding for all capital needed for the business, including operating funds.
The fund includes an interest-free period and requires bond preservation measures such as providing collateral.
For special projects, Invest NI participates in the form of direct stock investment.
Area: 1,552 km2
Population: 140.5 million (up-to-date data released by Statistics England)
Province: Sheffield
Major institutions: Sheffield City Council
Major industries: creative and digital high-tech industries
Area: 902 km2
Population: 292.8 million (latest Eurostat announcement data)
Provincial capital: Birmingham
Major institutions: Birmingham City Councilh Key industries: UK carmaker Jaguar Land Rover plant, UK's largest confectionery maker Cadbury, engineering firm IMI plc, Amey, Deutsche Bank, UK HSBC headquarters, and more than 30,000 domestic and international companies are located
Area: 1,569 km2
Population: 8.98 million (up-to-date data released by Statistics England)
Provincial capital: London
Major institutions: various government departments
Major industries: McKinsey (USA), Richemont (Switzerland), J.P. Morgan (USA), EY (UK), Amazon (USA), HSBC (UK) etc. enter the high-tech industries of culture, service, media, and information and communication
Foreign companies establish more corporations than branches or liaison offices because the UK's corporate establishment process and cost are low and the closure of corporations is easy, but when they do not continue to operate in the UK and enter for only one specific project, they can also consider the form of branch or liaison offices.
Establishment Procedures by Type of Investment
You can submit the following required documents to the Registrar of Companies.
All prescribed forms are available at the Companies Registry, and the registration fee is £20 (£100 if registered with the same person as the establishment).
The following is needed:
Report on the first director and secretary: Appointment agreement of the director and secretary (Form 10) and the address of the company's registered office
A pledge to fulfill all procedures prescribed in the Companies Act 1985 (this pledge is prepared by a lawyer, director, or secretary in the presence of a notary)
A copy of the company's articles of incorporation signed and notarized by (all) capital investors at the time of establishment of the company (at this time, even one capital investor does not matter)
If all the requirements for establishing a company are met, the company registry office issues a certificate of incorporation.
The issuance of a company establishment certificate actually means that the company has approved the commencement of business, and the company cannot enter into a contract before that.
Items to be reported after the establishment of the company:
Fiscal Year Declaration: After April 1, 1996, the incorporating company automatically becomes the end of the month one year from the date of incorporation, but if the requirements are met, changes to the current fiscal year may be made, at which time form 225 must be submitted separately.
Issuance of new shares: applicable only if new shares are issued
Change of trade name and articles of incorporation: Change of company name usually takes 10 days to obtain authorization, but can be done in one day for a fee of £100.
The new company name is issued with a certificate of incorporation on change of name You can't use it before.
Convocation of Board of Directors After Establishment: Directors shall convene a Board of Directors immediately after establishment to approve the process of establishing the Company, designate trading banks and auditors, and complete the process of issuing stock certificates to shareholders.
Private corporations are not allowed to public offering of shares, while PLCs are able to public offering of shares by financing method.
PLCs must have stricter legal requirements than private corporations.
Whether to establish a private stock company or not should be determined considering the company's situation, and it should be noted that switching to a PLC after establishing a private stock company is much more difficult and complicated than establishing it as a PLC from the beginning.
Some companies often register as PLCs without listing stocks due to the reliability of PLCs that follow the company name.
The method of establishing PLC is similar to the establishment of a private corporation, but there are differences in the following.
The PLC articles of association shall state it as a public limited company.
The company name of PLC must end in public limited company or PLC.
PLC shall have at least two directors (private equity shall have at least one director).
The authorized capital of the PLC shall be not less than 50,000 pounds (non-public corporation shall be more than 1 pound, with virtually no authorized capital limit).
The total amount of shares issued by PLC is more than 25% of the authorized capital, and if the shares are issued above the face value, the full premium amount must be paid.
The company secretaries of the PLC must have the knowledge, experience and appropriate qualifications necessary to perform their duties.
If the PLC meets the requirements for the minimum capital, the establishment license stipulated in Article 117 of the Company Act is issued from the company registry, and business transactions or borrowing are prohibited before this license is issued.
The Establishment of a Factory
In general, environmental permits are required for factories that can adversely affect air, water, or land pollution, flooding, and land drainage.
The application for permission is made differently depending on the type of element that needs to be granted, and the list can be found through the link below.
https://www.gov.uk/guidance/check-if-you-need-an-environmental-permit#who-to-apply-to
Since October 2009, in the UK, the system of places of business and branches has been unified into UK establishment.
UK establishment refers to the places of business of a foreign company in the UK.
If there is a certain physical presence, such as a place or branch that conducts business in the UK, it is registered as a foreign company.
At the time of registration, the name of the UK establishment may be the name of its own company or another name.
The documents to be submitted at the time of registration are as follows and the registration fee is about £20.
OS IN01 Form
Copies of company articles of incorporation (translation and notarization required if written in languages other than English); e.g. charters, statutes, memorandum and articles of incorporation, etc
Company's latest accounting data (translation and notarization required if written in a language other than English)
Copies of the company's accounting data disclosed as of the date of establishment in the UK (translation and notarization required in English if written in a language other than English) for an entity with a disclosure obligation
* Fee: Registration fee on the day of application: £ 100, Agency name change: ,10; Name change: ,50 on the day of application; annual document processing fee paid by overseas corporate account: £ 20
The form "OON IN01" can be found at the link below and includes information on the headquarters of a foreign company, the name of the company, the local name of the UK, the country of incorporation, the registration number of the country of incorporation, the type of company, the company's board of directors, address, and nationality. https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/949740/OS_IN01-V7.0.pdf
If foreign companies want to register additional UK institutions, they do not need to provide additional documents again.
When registering another institution on the OS IN01 form, you can mention that you have already submitted the submission documents and fill in the registration number.
Most foreign companies are required to submit accounting data.
It varies depending on whether the laws of the country to which the company belongs impose audit and disclosure obligations on institutions established in the UK.
In the case of overseas companies that are legally obliged to audit and disclose in the country to which they belong, the following accounting documents must be submitted along with the OSAA01 form.
This form specifies the legal basis for which accounting data was prepared, whether the audit was received, and the institution that conducted the audit if it was audited.
Meanwhile, accounting documents must be submitted within three months of the date on which disclosure is required.
Accounting data included: the accounts of the company for a financial period, any annual report of the directors, any auditor's report on the accounts, director's report
On the other hand, for foreign companies that are not obligated to audit and disclose, an accounting reference date (ARD) must be assigned and accounting data containing the following details must be submitted
Set the accounting reference period (usually 12 months) and accounting reference date
Accounting data must be prepared in accordance with national laws
Must be approved by the Board of Directors and must be signed by the Director on behalf of the Board of Directors
Should be submitted to Companies House within 13 months of the end of the relevant accounting reference period if it is not the company's first accounting reference period
Even if there is no income from the workplace after its establishment, it must be reported to HMRC (British National Tax Service) that there is no income. a liaison office
Since October 2009, in the UK, the system of places of business and branches has been unified into UK establishment.
UK establishment refers to the places of business of a foreign company in the UK.
An open stock company must have two directors and one secretary (Company Secretary; duties such as compliance, document management, shareholder management, etc.) listed, and a company must undergo an external audit once a year.
The company's profits should be distributed to shareholders as dividends or used as company operating funds, and shareholders are not personally responsible for the company's debts.
Meanwhile, directors must report changes in the company's organization and management to Companies House.
The simplest way to establish and operate a company is as a sole proprietorship, where all profits and responsibilities belong to the individual.
In this setup, decisions are made by the individual, and funds are raised independently.
Additionally, self-employed individuals are required to prepare and submit tax assessments annually, and they must maintain records of the company's profits and expenditures.