Knowledge Base: Registering an overseas companies in the UK for SEIS

To register an overseas company in the UK for the Seed Enterprise Investment Scheme (SEIS), you’ll need to follow several steps:

1. Compliance: Ensure your company meets the general SEIS requirements, such as the maximum number of employees, the age of the company, and the type of trade.

2. Permanent Establishment: Your company must have a permanent establishment in the UK. This can be either:

• A fixed place of business, such as an office, branch, or factory, where substantial business activities are carried out.
• An agent (statutory director) based in the UK who has the authority to enter into contracts on behalf of the company and regularly does so.

The most straightforward way of achieving this is by having a Statutory Director who resides in the UK.

Registration process:

You need to register your company as an overseas company with Companies House. This involves filling out the OS IN01 form and submitting it within one month of establishing your business in the UK.

Once you receive your company number, you should immediately register for corporation tax in the UK to receive a UTR. This UTR is mandatory in order to apply for (S)EIS advance assurance.

Note:

1. Advance Assurance: It’s advisable to seek advance assurance from HMRC to confirm that your company qualifies for SEIS. This can make your company more attractive to potential investors

2. Maintain Establishment: Your UK establishment must be maintained for at least three years from the date trade commences or from the issuing of shares.

Do foreign companies need to cross register if they have an overseas factory or statutory director?

Foreign companies with an overseas factory or a statutory director may need to consider cross-registration in the UK, depending on their specific circumstances and activities. Here are some key points to consider:

• Permanent Establishment: If your company has a permanent establishment in the UK, such as an office, branch, or factory, you will need to register with Companies House as an overseas company.

• Statutory Director: Having a statutory director who is based overseas does not necessarily require cross-registration. However, if the director performs duties in the UK, the company may have PAYE obligations and other tax considerations.

• Register of Overseas Entities: If your company owns or buys land in the UK, it must register with the Register of Overseas Entities. This involves identifying and submitting details of the company’s beneficial owners to Companies House.

• Compliance: Ensure compliance with all relevant UK regulations, including tax and employment laws, to avoid penalties and legal issues