We currently act for a wide range of overseas owned business at various locations around the UK. A number of these clients are subsidiaries of US quoted companies and to ensure that they receive the support they require, we are registered with the US PCAOB & Sarbanes-Oxley (Public Company Accounting Oversight Board).

For all prospective Inward Investors we are prepared to offer an introductory meeting at no cost to the Investors. At such a meeting we will provide the appropriate expert(s) who can:

• Gain a proper understanding of the needs and requirements of the inward investor.
• Provide advice on all aspects of the accounting, taxation and financial requirements that need to be considered.

Typical issues to consider may include:

• The options available in terms of company formation and structure.
• Legal requirements for keeping financial records, book-keeping, preparation of accounts and matters relating to taxation.
• Information on what will be required to implement and maintain systems.
• The control and security of monies in the business.
• Our initial thoughts on the type of general business advice or strategic planning support that may be required.
• Advice on sources of finance to include venture capital and more traditional bank funding and the appropriate costs of each source.
• Liaison with overseas advisors on taxation and finance structures.

The overall aim here is to help the inward investor gain a better understanding of the accounting and taxation issues that they will need to consider prior to making an investment. It may be the case that more than one meeting is required, depending on the complexity of the proposed investment. As part of the process of informing the Inward Investor about what they will need to do, we would provide estimated costs for meeting these requirements so that the investor has a clear understanding of the professional costs involved in both the start-up and ongoing situations.

Brief List of Key Services

• Book-keeping services
• Company secretarial services, maintaining the statutory records
• Monthly or quarterly management accounts (in a format to suit parent company requirements)
• Audit and preparation of statutory accounts
• Cash control and cheque signing services
• Payroll services
• Taxation services – including payroll taxes, business taxes, sales tax (VAT)
• Business advisory – strategic advice, including tax planning
• Corporate finance – funding, mergers and acquisitions
• Business systems – computer hardware and software – accounting systems

Structure
The investment may be wholly owned or may be a joint venture with an independent party. It is necessary to choose a commercially acceptable entity which is tax efficient, with limited liability if required.

A joint venture could be a company, owned by a group or consortium, or a partnership, a European Economic Interest Grouping (EEIG), or simply a contractual arrangement.

If the entity is to be wholly owned, the choice is between a UK branch or a separate UK company.

The vehicle chosen must satisfy the investor's requirements and fit in with their domestic accounting and taxation regime.

Factors affecting the choice of structure include the commercial objectives, the duration of the project, the method of financing it, issues relating to management and control, extraction of profits and the eventual exit route.

Financing
Sources of finance include equity, debt and others (eg leasing, debt factoring). A related issue may be the provision of know-how by the investor, leading to the payment of royalties or licence fees.

Taxation
As well has having a relatively friendly regulatory regime which attracts investment, the UK is often considered to be a tax haven. When considering taxation, a key issue is whether tax will be suffered at the entity level or if the investment will be transparent. Another is whether a trading or investment activity is to be carried on.

Key areas which we will give attention to include:

• the taxation of income and gains, including the effect of double taxation conventions
• a deduction for interest and other borrowing costs
• a deduction for pre-trading expenditure
• access to losses of the entity, particularly in the initial periods
• VAT issues
• transfer pricing
• impact of UK anti-avoidance legislation
• stamp duty
• employment taxes
• Thin Capitalisation

This involves considering whether the level of loans made to the entity by connected parties would be available from a third party lender. If not, tax relief for the finance costs may be denied.

Transfer Pricing
This involves the substitution of an arm's length price for cross-border transactions between connection parties. It can operate in both the UK and the home country of the investor. It can apply to goods, services, finance charges and intellectual property transactions.

Within the UK are in rules place regarding documentation, reporting and adjusting profit for taxation purposes under the Self-Assessment regime, as well as an advance pricing agreement procedure.

Exit Route
We will also consider what will happen when the project comes to an end, the key factor here being the impact of UK taxes on the overseas investor.

For further information please contact Alan Sidebottom or Adrian Widdowson