CIC Association

Serving Community Enterprise

Hello,

I would like to know if someone has experience setting up a CIC or any other social enterprise in which directors live in different countries. Is this acceptable? And if so, how is the setting up procedure? 

Looking forward to any experience in this direction!

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Replies to This Discussion

@Claudia

Yes, it is perfectly normal. You will need to have a UK address that can be used as the registered office

Quick thoughts:

Bank account- Banks have separate policies and will mostly require signatures face to face.

Board meetings: you will have to make sure you have the right system in place, for example your documents should allow for participation by phone

Whether the Directors are permanently residing overseas or regarded as permanently residing here working oversea will make a difference to Tax and National Insurance

Contact Heidi Harris here: http://cicassoc.ning.com/profile/HeidiHarris or Robin Phillips here: http://cicassoc.ning.com/profile/RobinPhillips

both offer incorporation services and I think it'll worth your while have someone help you get it set up right. Heidi is also an Accountant so should be able to help ensure you set that side of things up right as well.

Something like 8-12% of CICs have their community of interest overseas, I dont have a clue how many directors are overseas but just follow standard Company House Law and you'll be fine.

Best

John

Thank you so much for your quick reply!

I do have a UK address and 2 out of 5 possible directors would be based in the UK, so in that sense, if I understand properly, these could be the two directors with signatures for the bank account, couldn't they?

I think it is a very good idea indeed to contact Heidi or Robin for their services, thanks for the recommendation!

they could be, and you're very welcome

John

Can't add anything to John's advice Claudia, but I live in France and am a director of a number of CICs (mainly in the miEnterprise group) - and am a bank signatory too.  In fact it's largely me that administers the formalities - online of course - in one case I not only do the CH Webfiling side but also the HMRC Gateway online tax/accounts filing (though of course CICs still have to do annual paper filing anyway).  It's not a problem.

Feel free to get in touch if anything comes up.

If the 3 overseas Directors are all in the same country, then beware of accidentally making your CIC resident overseas for tax purposes. If this happens you may have to do 2 tax returns, one for each country. Or a foreign tax return and not a UK one.

 

The law on this is complicated, but concerns the place of "effective management". Where are key decisions taken, by who. What decisions are taken overseas and how important are they? Who and Where are day to day decisions taken?

 

Its a bit of a minefield I am afraid.

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