Establishing a Business with or in England and Wales
If a business wishes to either set up in England and Wales or do business with England and Wales from an Irish base, a number of different legal structures are possible. Early consideration should be given to the business name.
It is possible for an Irish company to set up a branch in England and Wales. Certain Company law and Taxation obligations arise.
A limited company can be set up in England and Wales in much the same way as in Ireland. Managing and running a company involves certain administrative obligations and raises issues in relation to direction and control. There are obligations to prepare accounts and annual returns as well as various other obligations and duties to file documentation.
As a business grows, It may be desirable to introduce new shareholders. Where there are a number of shareholders, it is desirable to have a shareholders agreement to regulate the relationship.
When a business reaches a certain stage of development, it may be possible to introduce private equity shareholders. Private equity funds exist for the purpose of making investments in smaller businesses with potential.
As an alternative to a company, it may be possible to conduct a business through a partnership. There are various types of partnership which are broadly similar to those in Ireland. It is desirable to have a partnership agreement equivalent to a shareholders agreement.
Limited liability partnerships have no equivalent in Ireland. They are taxed like a partnership (so that there is one level of tax only) but have separate legal identity, like a company. LLPs have are certain administrative obligations, similar to those which apply to companies.
It is possible to operate as a sole trader as in Ireland. This may only be appropriate for smaller businesses. It has certain benefits but also carries certain liabilities and risks.
If a business does not wish to establish itself in England and Wales, it may be appropriate to enter an agency arrangement with a party based in England and Wales. The EU Commercial Agents Regulations impose certain obligations in commercial agent agreements.
An alternative to an agency agreement is to appoint a distributor. Distribution agreements offer considerable flexibility. They have competition law implications which must be considered.
A franchise may operate by itself or in conjunction with a distributorship. It essentially involves the licensing of a particular brand or goodwill for use by another entity. Generally, fees and percentage turnovers are paid in return.
It may be possible to establish a base or do business in England and Wales under a joint venture with another party. That party may be situate in Ireland or England and Wales. There is considerable flexibility as to how and what might be provided in joint venture agreements.
• Overview of Legal Structures
• Establishing a Branch
• Business Name
• Setting up and Registering a Limited Company
• Company Direction and Administration
• Accounts and Annual Returns
• Shareholders Agreements
• Introducing Shareholders into the Business
• Raising Funds for Business Purposes
• Private Equity
• Setting Up Partnerships
• Partnership Agreements
• Limited Liability Partnerships
• LLP Administration and Agreements
• Operating as a Sole Trader
• Agency
• Commercial Agents Regulations
• Distribution Agreements
• Competition Law Aspects
• Franchising
• Joint Ventures
• Key Shareholders Agreements Issues
This information on this website is intended as an overview and broad outline of the matters covered in it. Its purpose is to inform and raise awareness. We are happy to offer specific legal advice on particular circumstances. Our guides should not be relied on as a substitute for comprehensive legal advice with reference to the particular circumstances. While we have taken due care in their preparation, we do not accept legal liability as a result of any reliance placed on anything in the guides. The reader should rely only on specific legal or taxation advice.
Contact(s):
Paul McMahon