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Our Testimonials


After living a nightmare with another provider I was so lucky finding GR Morgan Formations. as they helped me a lot providing me not only the structure I was looking for but also fixing problems I had with the other providers. I wasted a lot of time and money with other providers, I strongly recommend any one looking for offshore structures and company formations that contact GR Morgan Formations in order to have all things done clearly, correctly, legally and on time. The staff is so nice, always ready to help you and informing you about the status on each stage. I will definitely keep working with GR Morgan Formations

Date : 01/03/2014
Author : Juan - Spain

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Latest News

Myths & Facts about UK Private Limited Companies | GR Morgan

The United Kingdom is a jurisdiction of preference for a lot of businesses wishing to trade in Europe. UK companies offer a wide range of advantages other than tax advantages that are often overlooked by many businesses before they set up in the UK. 

Reputation

The UK enjoys a good reputation worldwide for trading; using the UK as a hub for your international business creates an element of trust - FACT

Taxes

If a company does not trade in the UK, then no taxes are to be paid in the UK - MYTH 

All UK companies must pay UK corporation tax on their worldwide income/profit. Business can however benefit from the wide network of tax treaties in order not to be taxed twice. 

Accountancy

Limited companies are expected to file their accounts - FACT

Limited companies have to file their accounts with Companies House and HM REVENUE and CUSTOMS on a yearly basis or not more than a period of 18 months. 

Financial security

UK banks are safe in any circumstances - MYTH

We see that banks can sometimes be under serious criticism and restriction from governments and they are therefore banned from trading. This mainly happened in jurisdiction where there are compliance issues or where there are economic crisis. As a result the central bank/government will often freeze all the accounts and it usually takes quite a long time before any issues are resolved. In these cases, business will find them without a bank account and more importantly their funds will be blocked thus starving their cash flow. However, the likelihood of it happening here is less due to the high level of control. 

Directors and Shareholders

The directors and shareholders can be of any nationality - FACT

A minimum of 1 natural director is required and the shareholder can be a corporate body 

Bank Accounts

A UK Ltd must have a bank account in the UK - MYTH

There is no requirement to have a bank account in the UK. The company may decide to have a bank account in every country where they trade in order to facilitate trading and benefit from local banks.

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The UK public register of persons with significant control (PSC)

These days the advantages of starting or expanding a business to the United Kingdom are numerous and well known.

What will change

The UK company law has recently been amended by the enactment of The Small Business, Enterprise and Employment Act which received Royal Assent in March 2015. The goals inspiring the new regulation seem to aim to the reduction of bureaucracy, the provision of better quality information on the public register and greater transparency.

Among the changes brought by the new law, the institution of a public register of Persons with Significant Control (PSC) over the UK companies is particularly important as it will be available to the public. Such register will have to be kept by companies and LLPs, in preparation for the need to file this information at Companies House from 30 June 2016

Essentially, any person in a company who owns more than 25% of the shares or holds more than 25% of the voting rights must be listed on the PSC register and therefore disclosed. The company’s register is to be open to public inspection and maintained at its registered office or Companies House. However, in case no people or legal entities fulfilled the conditions, the company must keep a PSC register and state the absence of subjects who can be listed in the register.

Timetable

As mentioned, according to the latest timetable provided by the authority, the PSC register will have to be held from April 2016, therefore all companies which at present file details with Companies House are required to provide from June 2016. Consequently as a company service provider, we will start to submit to Companies House some details contained in the PSC upon incorporation and then once a year in occasion of the annual return.

 

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What is a Nominee | GR Morgan Formations

The information on the officers of a company must be visible in the public files of the Companies Registry. If one or more officers of a company want to keep anonymity and confidentiality, it is possible to opt for a Nominee, a third party who can be appointed to act as a director, secretary or shareholder within the company. As known, running a business requires signatures and the disclosure of the name of the director on many types of documents, such as contracts, letters and other company documents.

Is it a common practice to appoint a nominee in the UK? Yes, when incorporating a company you have the right to appoint a nominee who can play the role of director, shareholder or secretary.

Nominee Director

A director of a company can be executive or non-executive. In regards to the responsibilities, the Nominee has to protect the company and take actions which serve the best interest of the company since he is acting as director and, at the same time, he has also to ensure that the investors’ interests are safeguarded at all times.

Nominee Shareholder

A company may resort to the use of the Nominee shareholder service when it is created for the purpose of holding shares on behalf of investors. According to the English law, all the shareholders’ information must be visible in both Companies House and the company's registers. A nominee shareholder will hold the shares of the new company only in name and will never have any direct involvement in the business or say how it should be run.

Nominee Secretary

The Nominee Secretary will act as your company's secretary. Nominee secretaries can be an added value to your company formation but do not usually have an active role in the running of the company. You are free to resign the nominee secretary at any time and appoint whomever you choose.

Important to know

At any time the beneficial owner is able to take complete control over the company through a power of attorney (POA), being free to take decisions and resign the nominee director in favour of a different one. Learn more about nominee, Visit Nominee Services

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What is an Apostille | GR Morgan Formations

What is an Apostille?

Overview

An Apostille is a certification (or authentication) provided under the Hague Convention of 1961 to authenticate documents to be used in foreign countries. The objective of the Agreement was to facilitate "the requirements of legalizations for public documents to be used abroad". Apostille’s unique function is to validate the authenticity of the signature of a large amount of documents, such as adoption papers, birth and death certificates, contracts, deeds, diplomas and degrees, divorces decrees, incorporation papers, patent applications, power of attorney (POA).

In each member country of the Hague Convention there are designated authorities having the power to issue Apostille certificates. Embassies, ministries, courts or (local) governments are examples of designated authorities.

Structure of the Apostille

The size of the certificate is approximately 15cm squared and it is permanently glued to another document. On the top of the document is the text APOSTILLE, under which the text Convention de La Haye du 5 octobre 1961 is placed.

In an Apostille Certificate there are the following details:

  • Authority issuing the certificate
  • Country in which the Apostille has been issued
  • Date in which the Apostille has been issued
  • Details of any seal on the document
  • Number of the Apostille Certificate
  • Place in which the Apostille has been issued
  • Signature of representative of issuing authority
  • Stamp of the authority issuing the Apostille
  • The capacity in which the person has signed the document
  • The person who has signed the document.

Once attached together, the Apostille and the document that it is attached to present an official government seal.

Member Countries of the Hague Convention 1961

Currently there are 101 members of the Hague Convention:

Argentina, Albania, Austria, Australia, Belarus, Belgium, Bosnia-Herzegovina, Bulgaria, China (only Hong Kong and Macao) Costa Rica, Colombia, South Korea, Croatia, Cyprus, Czech Republic, Denmark, Dominican Republic, Estonia, Ecuador, Slovakia, Slovenia, Spain, Finland France, Georgia, Germany Greece, Hungary, Iceland, India, Ireland, Israel, Italy Japan, Latvia, Lithuania, Luxembourg, Malta, Mauritius, Mexico, Monaco, Montenegro, Norway, New Zealand, Netherlands, Peru, Panama, Poland, Portugal, UK, Republic of Macedonia, Romania, Russia, Serbia, South Africa, Suriname, Sweden Switzerland, Turkey, Ukraine, USA, Venezuela.

Non-Member Countries

A non-member country of the Hague Convention must specify how foreign legal documents can be certified in order to be used.

Put simply, the document must be certified by both:

the foreign ministry of the country originating the document

the foreign ministry of state where the document will be used

This means that the document must be certified twice before it can have legal effect in the receiving country.

Example:

Canada is a non-signatory country of the Hague Convention of 1961. In order to use Canadian documents abroad, they have to be certified by the Deputy Minister of Foreign Affairs or by Canadian authorities abroad and, at later stage, by the relevant authority of the country in which the document will be used.

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The Legal Use of Offshore Companies | GR Morgan Formations

The recent year’s debate upon offshore companies has been further heated by the Panama papers scandal and the news we are currently reading on the newspapers.

The focus on this subject has put the offshore incorporation in such a bad light that some clarifications have become necessary in order to provide a better understanding of what their main purposes are as well as the difference between overseas businesses and their potentially inappropriate use.

What is an offshore company?

Although the definition is fairly encompassing, some common traits that can be found in most offshore legal entities (be them tax havens or offshore financial centres) are:

  • generally low or zero tax rates  for non-resident investors 
  • being frequently referred to as IBC (International Business Companies)
  • ensuring the confidentiality of their beneficial owners, directors or shareholders through laws and banking policies designed around secrecy

 

Main advantages and uses of offshore companies

  • favourable banking plans
  • asset protection
  • they can be used as holding companies
  • commercial advantage in relevant jurisdictions
  • simplicity of the incorporation process and quickness of set up

 

Are offshore companies legal?

To have and use an offshore company is, in itself, perfectly legal.

What can be questionable are the activities of those companies as well as their incorporation by the shareholders aimed at breaking the law.  Tax evasion is illegal but tax optimisation is legal, however there is growing pressure on the international community to eradicate all unethical practices.

 

There are several legitimate reasons to set up an offshore company and surprisingly they can benefit even ordinary people and not only large corporations:

  • holding property in another country
  • asset protection
  • investment diversification
  • operate an active international business

 

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When to Register for VAT? Registration Threshold, Type & Benefits

UK VAT Registration: When to register, types of registration, the benefits

 

Basic information about the VAT

VAT is charged by the UK businesses (registered for VAT) on most goods and services. The same apply for any imported goods and services form non EU Countries. In the UK , VAT is charged at 3 different rates depending on the goods or services: standard rate 20%, reduced rate 5% and zero rate 0%.

Only VAT registered businesses can charge VAT . In general, businesses should charge VAT (without showing Vat on their invoices ) whilst their VAT application is in process and they should also inform their client accordingly. The invoice can be reissued correctly once the VAT number is obtained.

 

When to register for VAT

All businesses has to register for VAT if taxable turnover of the last 12 months exceed the threshold of £83,000 or when they think that their turnover will go above this threshold.

To avoid late registration penalty and have enough time to register your business (within 30 days of exceeding the threshold) businesses should carefully monitor their sales level. The threshold may change each year so better to keep an eye on to avoid any surprises.

The penalty for not registering for VAT on time will depend on the time between: the date when HMRC received the registration form and the date when the threshold was reached. The penalty is calculated ad follow: 5% up to 9 months delay, 10% up to 18 months, 15% over the 18 months.

 

Types of Registration:

 

Compulsory registration:

  • When your VAT taxable turnover is more than threshold which is £83,000 
  • When the value of goods from the EU (received by you) are more than £83,000 
  • You know that in the period of 30 days you go over the threshold



The threshold does not apply to non UK Resident or non UK businesses, therefore if you are a non UK business supplying services or goods to the UK or planning to do so in the next 30 days then you need to check the criteria for registration as they may differ.

Voluntary Registration:

  • You can register earlier with your taxable turnover below £83,000 but bear in mind, from the date you have been registered or you have chosen to be registered any VAT owed need to be paid to HMRC.


If your taxable turnover temporarily goes above the threshold, you may to apply for an exception. What you need to do is write a letter to HMRC with explanation and evidence why in your opinion in the next 12 months the taxable turnover will not pass the threshold. They will either send the confirmation of exemption or they will register you for the VAT.

Benefits of VAT registration:

  • You will be able to reclaim the tax on most services and goods. Please note that some of them do not have the VAT like (education, insurance, credit etc).
  • Many European companies are only interested to deal with suppliers which are already registered for VAT, this provides the opportunity to reach more number of suppliers and increase your business channel.

The information above is for guidance only and businesses have to seek appropriate assistance from their accountants or tax advisors.

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Private Limited Company: Incorporation Documents | GR Morgan News

In the United Kingdom every company must be registered with Companies House which is the Registrar of companies as well as the government agency whose main function is to incorporate businesses in the UK and ensure that the document filings are maintained up to date.

Although the registration process has been simplified over the last few years, the use of a formation agent (such as GR Morgan Formations) is always recommended to cut the stress connected with the integral legal language of the incorporation and to provide guidance through the several stages of the set up.

Once the new company has been successfully registered, a set of documents will be issued consisting of: the certificate of incorporation, the memorandum of association and the articles of association.

Certificate of incorporation

It is the main proof that the company has been legally registered with Companies House and as such it can be shown to third parties that may require an evidence of the incorporation.

The details contained in the certificate of incorporation are:

  • The company’s official name
  • The unique company registration number
  • The date of incorporation (it is the official date of formation)
  • The jurisdiction in which its registered office is based (England and Wales; Scotland; Wales or Northern Ireland)
  • The type of company (limited by guarantees or by shares)
  • The company law of registration (currently the Companies Act 2006)
  • Details of the Registrar which has issued the document
  • Official Registrar’s seal
  • UK Royal Coat of Arms

The main uses of the certificate of incorporation range from the application for a bank account or a loan for the company to the research of any other type of funding for the business.

Memorandum of association

It is the document which sets up the company and its main purpose is to confirm the intention of the subscribers (i.e. the initial shareholders) to form a legal entity under the Company Act. The prescribed form has to be authenticated by each subscriber and contains a statement of compliance.

By the subscription to the memorandum of association the subjects involved also express the wish to become members of the new company as well as agree to undertake at least one share each of the share capital and be named on the document (private limited company by shares).

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Ask Questions to Your Financial Advisor to Setup a Business

Every business whether it is big or small needs a strong financial planning. Without this, it is difficult to sustain in the highly competitive market. A financial advisor plays an important role in the financial planning. Below are ten super hot questions to ask from your financial advisor to setup your business.

  1. What are rules & regulations?
  2. While setting up a business, it is must for you to become aware of the rules and regulations that have been set up by the authority for businesses. Usually, Legal matters are taken care by a lawyer, but you can ask questions related to financial regulations from your financial advisor to avoid any future trouble.
  3. What are the tax implications?
  4. Almost every business has to pay taxes in one or another form. Paying tax timely can prevent your business from legal and financial trouble. It is why better understanding on all the tax implications is essential. Your financial advisor can guide you the best. Tax refunds, deduction and eligibility, all are discussed carefully.
  5. How to plan the Business?
  6. You can ask your financial advisor about a business plan because it is a very wide term which involves all the aspects of a business from launch to marketing. An expert advisor will help you to build a plan that has no loopholes in terms of finance.
  7. How to determine the overall cost?
  8. A business venture involves many fixed and hidden expenditures. It is necessary to keep yourself aware of the most probable expenditures and how to reduce costs to gain profits. Reducing expenses is not a catwalk. Having a good understanding of the financial condition is important. You should discuss these points with your advisor in detail.
  9. When will I reach to breakeven?
  10. A new business takes time to earn profits. Initial loss can be possible before the business reaches to the breakeven (no profit or loss). It is must to do analysis on the point to predict future growth of your occupation. A financial advisor can assist you better in it.
  11. What will I do if I wish to grow more?
  12. Your financial advisor can guide you for financial management so that you will have enough capital to invest in the business to grow more.
  13. Could I apply for loans?
  14. Apply for loans could be a complex decision. If you plan it under the proper advice it could be easy for you to borrow money without entailing yourself in a debt.
  15. How to plan finance policies?
  16. Your financial advisor can assist you better in preparing your business’s financial related policies. It is essential to set the policies at the initial phase of your occupation to avoid any future difficulty.

 

These are hot questions to ask from your financial advisor before planning to setup a local or offshore company formation.

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Offshore Taxation, Difference between Tax Avoidance & Tax Evasion

Tax avoidance and tax evasion sound similar but they are radically different.
A business owner has the right to organize his business in the way that let him to pay no more taxes than necessary. The strategy is called tax avoidance which is all about reducing taxes legally.

Tax evasion, on the other hand, is an attempt to reduce your tax liability by concealment or deceit which is a crime.
If your offshore business is established as a controlled foreign corporation (CFC) you may be liable to pay taxes more than necessary. CFC is a taxable business structure which conditions are varied by country. Its definitions are also varied from nation to nation.

Offshore business owners should be aware of the CFC and how they can play safe to avoid taxes. A reputed offshore business establishment agency can guide them best. The financial advisor of the agency provides knowledge regarding CFC of a country where you would like to invest. Tax avoidance tricks are also suggested by the advisor. Remember, tax evasion can put your offshore business at risks. Your registration may be rejected or you may be liable to pay a heavy fine. You can avoid offshore tax by advance planning.

  • Minimize your taxable income
  • Maximize your tax deduction & tax credits
  • Control the timing of deductions and income

These tricks are useful to avoid taxes.

An effective tax planning is all about forecasting your business and personal income for the next few years. An effective tax plan needs you to take full advantages of all available deduction (both personal and business) to reduce your taxable income. Maximize your tax credits after determining the tentative tax due. Once you claim for all possible tax deduction, prepare yourself for every possible tax credit claim.

Tax credits saves dollars on your tax bill because they directly subtract from your tax bill. If offshore investors conceal their income, it comes under tax evasion. Maintaining two books and making false entries in the record is also a fraud. The investors should avoid to claiming the personal expenses as business expenses.

Overall, knowledge to differentiate between tax evasion and tax avoidance is must to play safe in any business whether it is an offshore or onshore.

Learn more about personal tax and other tax related assistance, kindly visit www.ukincorporation.co.uk/personal-tax

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Setting up an Offshore Business Bulgaria | UKIncorporation.co.uk News

Bulgaria has emerged as a hot offshore business destination. The European land has much to offer for all types of legal businesses. The economy of the country is growing. It has stable political structure. The banking system is also stable and favourable for corporate. The taxation rate on business profits and personal income is lower.

Setting Up an Offshore Company

A Limited Liability Company can be setup in Bulgaria. For registration of an LTD company, personal presence is not necessary. The company formation can take around 4 weeks. A local address is required for activities.

Bulgaria invites offshore investors to setup a limited partnership company where two or more people can engage to start a venture. Here the liability is distributed which lowers the risks of losing capital.

A branch can be setup in Bulgaria that allows you to perform business activities under your national law. It is not considered a legal entity but is considered for tax purposes. No authorized capital is required to setup a branch.

A representative office can be setup in Bulgaria. Like a branch, it is not a legal entity. Such office cannot conduct business activities. The office is registered with the Bulgarian Chamber of Commerce and Industry.

Taxation
Under the Corporate Income Tax Act, all companies and partnerships are liable to pay off a tax of 10%. Companies that are non-residents in Bulgaria but operate in Bulgaria through an office, a branch or an agency are considered for taxation on the profits they generate through their Bulgarian establishment. For manufacturing companies, the Bulgarian government gives 100% exemption of the corporate income tax for investment in depressed regions. The country appears as a tax heaven for foreign investors.

Offshore Business Corporation Agencies
The company registration process for LTDs, Stock Companies and representative offices are different. At the same time, it could be time consuming to setup a local office, start an offshore banking and duly start work production. To resolve all types of problems associated with Bulgaria offshore company formation you can take assistance from offshore corporation agencies. They are expert in providing all sorts of services to setup a foreign business in Bulgaria. They make company registration process fast. Assistance is provided to setup a local office in a prime location of the country. Opening a foreign business bank account becomes so easy with an offshore company agency. Paper work and legal supports are also offered. The agency helps to minimize the challenges that you may face to setup a business offshore.

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