Despite a shifting political landscape, setting up a business in the UK remains a strong option for US tech and SaaS companies considering international expansion. Doing business in the UK offers a shared business language, a sympathetic working culture and access to EMEA markets. It provides a stable and scalable base for growth that is difficult to beat. However, successfully entering a new legal jurisdiction requires more than strategic ambition — it demands careful planning.
Our latest guide provides a high-level overview of the key legal considerations your executive team must address to ensure your UK operation is set up for success from day one. Jamieson Law can, of course, help with more structured legal advice. This is intended solely as a helpful introduction to UK business law for US companies.
Why the UK Is a Strategic Choice for US Companies
The UK remains a compelling destination for international business thanks to its location, longstanding ties to global markets and technologically advanced commercial sector. Its alignment with US legal principles and business culture – including a shared language and similar commercial frameworks – makes it a natural extension for US companies eyeing international growth.
Geographically, the UK is ideally placed to work between Eastern and Western time zones, offering a gateway to Europe and open routes to further afield, including the Middle East & Africa. Cities across the UK also have a sound reputation as global centres for finance, innovation, and technology.
Simply deciding to set up shop in the UK isn’t enough to succeed, though. It hinges on a detailed understanding of, and adherence to, UK corporate law. The good news is that the Jamieson’s Law Corporate team can help you get there.
Choosing the Right Business Structure
Your chosen business structure in the UK impacts everything from operational risk and liability to tax exposure and investor perception. C-level leaders typically consider three main models: a UK private limited company, a UK subsidiary, or a UK branch of the US parent.
As a distinct legal entity, a private limited company offers autonomy, the protection of limited liabilities and enhanced credibility in the eyes of UK partners and clients. It is often the favoured choice for US businesses entering the UK for the first time. A subsidiary, often structured as a limited company owned by a US parent, balances local responsiveness with international oversight. Meanwhile, a mere branch structure can only be a direct extension of the US entity. This lacks credibility and may expose the US parent company to greater liability.
We can work closely with US leadership teams at Jamieson’s to assess which structure best aligns with the company’s long-term commercial objectives, capital strategy, and risk tolerance.
Company Formation: UK Legal Steps
To form a UK company, you must start at Companies House. Companies House regulates the corporate structures of all UK businesses, and registering with them is straightforward. You need to submit a compliant company name, provide a UK-based registered office address, and appoint at least one director, who may or may not be UK-based but must meet eligibility requirements.
Key corporate governance documents, such as the Memorandum and Articles of Association, must also be submitted at this stage. The registration process is not complex and can take as little as 72 hours. The administrative burden is relatively light, but the implications of missteps can be significant.
UK Employment Law Basics for US Businesses
You can employ people in the UK as an overseas employer, but the paperwork is complex, and it is often an unpopular choice with employees. It is generally better to act as a UK employer. Be warned, though, compared to the US, UK employees have more extensive legal benefits, including entitlement to higher levels of paid annual leave, statutory sick pay, protection from unfair dismissal, and more. This is a notable shift from at-will arrangements familiar from the other side of the Atlantic.
An employment contract is legally required in the UK. A contract must share compensation, responsibilities, working hours, and termination conditions. Employers also typically must register for the PAYE (Pay As You Earn) tax scheme and make employees’ National Insurance contributions.
Failure to comply with employment law basics can lead to disputes, fines, reputational damage, and costly litigation. If you are new to the UK, legal advice on HR and employee contracting is highly recommended to avoid costly errors.
Adapting US Contracts for UK Use
Many US businesses assume existing commercial contracts can be used in the UK with minimal adjustment. However, this is far from the case.
Differences between the UK & the US legal systems mean contracts must be restructured to reflect their new jurisdiction. In particular, dispute resolution, intellectual property terms, and statutory employment rights require careful localisation.
The alternative, enforcing a US-based jurisdiction clause into a UK commercial contract, for example, can be challenging to achieve. It is also sometimes viewed as unnecessarily onerous by third parties unfamiliar with US law. Intellectual Property (IP) clauses also often need strengthening to ensure proper local assignment and protection.
Localising commercial contracts to suit UK operations is challenging, but fear not. Jamieson Law’s contracting experts can advise on drafting and enforcing UK agreements.
Data Privacy Compliance
If you’re business involves the use of personal data, the UK’s data privacy regime is notably different from the approach taken in the US. Still operating in line with the European Union’s General Data Protection Regulations (GDPR), UK law introduces obligations and risks to data handling. Unlike the US sector-specific or state-led approach, GDPR imposes comprehensive, principle-based regulations on all affected businesses.
If your company processes data on UK residents, you must establish a lawful basis for doing so, appoint a UK data representative (if operating without a local office), and publish compliant privacy notices. Additionally, you must respond to data subject access requests and report breaches within strict timelines.
Penalties for non-compliance are high, including multimillion-dollar fines. The reputational damage caused by poor data-handling can be severe too.
The good news is that many companies successfully operate US and UK data handling across borders. We can help with proven GDPR compliance strategies.
Protecting Intellectual Property in the UK
Your brand, technology, and content assets require proactive protection in the UK than in the US. IP rights registered in the US do not automatically extend to the UK — meaning trade marks, patents, and designs must be filed locally with the UK Intellectual Property Office to be fully protected.
Protecting intellectual property should also be included in your employment and contractor contracting to ensure ownership remains safe and secure with your company. This is especially critical in fast-moving tech and SaaS businesses where innovation typically drives success. The Jamieson Law team advises on UK IP strategy – ensuring US businesses can protect themselves in new territory.
Understanding UK Financial Obligations
Being a private limited company in the UK means several reporting obligations and tax liabilities, with a requirement for most businesses to post annual accounts to Companies House.
UK corporation tax is payable, as is Value Added Tax (VAT), with VAT registration required for companies exceeding £85,000 in turnover within 12 months. Businesses employing UK-based staff must also operate a PAYE system for withholding taxes and National Insurance.
When expanding business to the UK, a robust tax strategy is essential. It is a vital consideration for the financial leadership of US companies, in particular. It is, of course, a complex, nuanced issue which can only benefit from expert advice.
Common Legal Mistakes to Avoid
Several legal pitfalls can derail even the most promising UK expansion. Common missteps include reusing US contracts without local adaptation, adopting an at-will approach to employment or misclassifying UK staff as short-term contractors, missing statutory filings or tax registrations, illegally handling customer data or failing to protect Intellectual Property sufficiently.
Such errors have various implications. At the worst, they can trigger significant financial penalties and damage a company’s reputation in the marketplace. Both are hindrances to scaling up a business in a new territory. Lesser impactful errors, but no less damaging outputs, include operational issues and inefficiencies. Avoiding these issues comes from establishing robust governance frameworks and legal protocols to manage risk from day one.
Thinking of A UK Expansion From The US?
Expanding into the UK can unlock significant opportunities — from access to international markets to operating in a familiar legal and commercial environment. Strategic and operational benefits may seem straightforward, but navigating the UK’s legal and regulatory landscape requires more than a basic understanding of legal principles. Before leaping, it’s essential to seek informed, professional advice.
Frequently Asked Questions
UK expansion from the US offers access to global markets, a stable legal system, strong business infrastructure, and strategic time zone advantages for transatlantic and EMEA operations.
Not necessarily. You can register as a non-resident employer, but many opt for a UK entity for credibility and tax simplicity.
No, US contracts often fail to meet UK legal requirements. Always adapt contracts to local laws.
A UK limited company or subsidiary is usually best. It offers liability protection and operational independence
Key differences include employee rights, data privacy laws, and statutory requirements for contracts and filings.
