For more than 15 years, SEDI is advising all sizes of foreign corporate investors all along their project to establish a small or medium sized entity either in France or in the UK.
Once, we have clarified with the parent company what will be the exact role of the French or UK entity in terms of “in what extent the new foreign entity will be involved in the creation of added value” & “what will be the job liabilities of the new French / UK Team” and ” who will be the ultimate decision makers for the newly incorporated business entity”, then we advise about the setting up of a stable or non-stable entity : a non stable entity , such as a liaison office or the recruitment of a Representant of a Foreign Entity (RFE) will not be taxed for corporate gains in the country of establishment. On the contrary a stable establishment such as a branch or a subsidiary/Private Limited will be taxed in the country of establishment because will generate added value there.
Please also note that, throughout its quite long practice, SEDI is also able to set up your Société Civile Immobilière SCI in France in order to optimize your property investments .
All along the incorporation process, SEDI will assist in optimizing the structure of the new entity – stable or non stable - taking into account financial inputs, needs for consolidating accounts & regulations to maximize the success of your invest : Legal Directors, shareholders, company secretary, place for the registered office, value for the paid up capital, social object and consequences on Labour Law…After drafting the Board resolutions and Memorandum & Articles/Company statutes, SEDI will assist in the registration of legal documents, once approved and signedby the parent company, with the relevant Tax Office, will publish the legal advert in the relevant legal gazette and will follow up the process of registration with the Companies House.
SEDI is well used to incorporate and “manage” branches and Private Limited Companies both in France and in the UK. In case of any need to register a more complex or specific legal structure such as a SA (PLC) , a SAS, or any other GIE, SEDI will introduce you to one of our partner being Lawyer or Chartered Accountant. The types of legal structures is so extensive - especially in France - that we are not able to be experts with all existing categories of company structures.
SEDI is not only involved at the stage of the incorporation, but also for most clients in the legal follow up all along the life of your company both in France and in the UK : annual returns, increase/decrease of paid up capital, transfer of shares, amendments to the Memorandum & Articles such as amending the registered address, amending the year end for accounting purposes, amending the registered name, or even the Legal Director(s) – who can be either appointed in the Company Statutes or during a Board Meeting. All along legal changes being made on your company structure, keep in mind that each country sets its own regulations and formalism. Especially in France, it is recommended to stick to this formalism but also to have sufficient tenacity to make it happen in due time.
At last but not least, SEDI can also assist to declare your company dormant for any economic reasons or to require the company to be strike off from the companies register. This procedure of strike off is quite straight forward in the UK, but can be quite heavy in France as you will need to go through the “dissolution” and then “radiation” through a 3 steps procedure.
Along the past years, SEDI has faced with clients very different issues and have been able to find good and efficient partners to complete its expertise : litigation, Court cases concerning social issues or commercial issues, adapting general conditions of sales, drafting of very specific articles in commercial or employment contracts ….Do not hesitate to come back to us for any suitable introductions to Experts.