Expanding an international group of companies into the UK market is a task that requires not only the formal incorporation of a legal entity but also the proper integration of the new structure into the existing corporate architecture. This is particularly relevant for technology businesses – software development, SaaS products, and data analytics solutions. In such projects, any inaccuracy can delay the process or lead to additional questions from the regulator.

 

This was exactly the request with which the client – a group of companies with a parent structure registered in Luxembourg – approached the Lawrange team. The task was to establish a subsidiary in the UK, 100% of whose shares would be owned by the Luxembourg head legal entity. This company was to become the group’s operating entity in the field of software development, data analytics, and the provision of subscription-based SaaS solutions. It was also expected to conduct research and development activities.

 

Below, we provide more details on how we worked on the project.

 

Challenges We Faced

As with most projects involving cross-border business structuring, we faced a number of tasks:

 

  • Structural and corporate:
    • The need to correctly reflect the foreign parent legal entity in the UK registration, along with its own ownership chain.
    • Companies House requirements for disclosing information about persons with significant control (PSC) in a situation where the controlling entity is a foreign company.
    • Differences in corporate documents and document formatting standards between Luxembourg and the UK.
  • Regulatory and compliance challenges:
    • Compliance with the requirements of UK company law (Companies Act) when registering a subsidiary with a foreign founder.
    • The need to confirm the legitimacy and structure of the parent company for registration purposes.

 

A separate task was selecting SIC codes corresponding to activities in software development, data analytics, SaaS solutions, research, and development (R&D). These areas often overlap, which means they require precise and unambiguous wording that is clear to the regulator.

 

Understanding the complexity of the tasks, we structured our work systematically – from analysing the group to providing full support throughout the registration process.

 

How We Worked on the Project

The work was carried out in several consecutive stages:

 

  1. We analysed the international structure of the group and reviewed the corporate documents of the Luxembourg parent company.
  2. We verified the shareholder structure and ownership chain in order to correctly prepare the information for the UK registration and comply with the disclosure requirements for persons with significant control.
  3. We compiled a list of documents required from the foreign legal entity for registration in the UK.
  4. We selected and agreed on the company’s business activities, reflecting software development, data analytics, subscription-based SaaS solutions, and R&D in the registration documents.
  5. We supported the company’s registration with Companies House and compliance with the applicable requirements, taking into account the complex structure of the parent company.

 

This consistent approach made it possible to identify and address potential questions from the regulator in advance rather than dealing with them during the document submission process.

 

A Working Structure for Entering the UK Market

We went from analysing the foreign corporate structure to establishing a subsidiary that was properly integrated into the group’s international structure.

 

Results of the cooperation:

 

  • A subsidiary registered in the UK with a properly documented ownership chain, 100% of whose shares are owned by the Luxembourg parent structure.
  • Proper compliance with Companies House requirements for disclosing information about controlling persons, despite the foreign status of the parent company.
  • Registered business activities that accurately reflect the business profile (software development, data analytics, subscription-based SaaS, and R&D).
  • A clearly defined list of documents required from the foreign legal entity, which helped avoid delays and repeated requests from the regulator.
  • A clear roadmap for further actions to launch operations in the UK market.

 

The client received not simply a new company, but a fully-fledged element of an international group, ready to operate in the technology and SaaS sectors.

 

Want to enter a new market with the same confidence? Contact the Lawrange team. We will help you build a structure that works for your business rather than creating unnecessary risks for it!