Following strong interest from our international network, we recently hosted a webinar exploring what international businesses and their advisers need to know when operating, investing or expanding in the UK.
The UK remains one of the world’s most attractive destinations for international investment, offering a mature legal framework, global connectivity and a business-friendly environment. However, the regulatory and commercial landscape continues to evolve.
During the session, our speakers shared practical guidance across five key areas – corporate structuring, regulation, commercial real estate, employment and immigration, and risk management.
Below are some of the key takeaways.
Corporate: getting the fundamentals right
- The UK offers a flexible and familiar environment for establishing a corporate presence, whether through incorporation or acquisition. However, early attention to governance, transparency requirements and tax positioning is essential.
- Directors of UK companies must comply with statutory duties, such as promoting the success of the company, acting independently, avoiding conflicts, and focusing on creditor interests when financial distress arises.
- Robust record keeping is critical. Maintaining statutory registers, ensuring Companies House filings are accurate, properly documenting board decisions and following compliant dividend procedures helps avoid issues during audits, regulatory reviews or transactions.
- The Economic Crime and Corporate Transparency Act introduced significant reforms, including enhanced Companies House powers, stricter filing oversight and mandatory identity verification for directors and persons with significant control. Businesses should begin preparing now to ensure compliance.
Regulatory: a generally permissive regime – but don’t assume alignment
- The UK is a relatively permissive regime from a regulatory perspective, but businesses should consider early whether any sector-specific or product-specific regulation applies to their UK activities.
- In most areas, UK regulations remain broadly consistent with the EU approach, but businesses will still need to tailor their position to reflect the specifics of UK regulations and UK operations. For example, in relation to data protection, businesses need to track data flows from a UK-centric perspective. There are also areas of greater divergence (e.g. in relation to the UK’s current approach to AI).
- The UK’s FDI regime (the National Security and Investment Act) will apply to a very large number of transactions. Broadly, this creates a mandatory pre-notification regime for share acquisitions or other acquisitions of control over businesses that have UK operations, irrespective of where they are headquartered. It applies both to internal reorganisations and foreign-to-foreign mergers. If in doubt seek advice early.
Commercial real estate: due diligence matters
- It is important to assemble a good team of multi-disciplined advisors, including agents and lawyers to help deals run as smoothly as possible.
- In the UK, it is not standard practice to receive warranties from sellers or landlords. Instead, the principle of “buyer beware” generally applies, making appropriate due diligence particularly important.
- The requirement in UK leases to put and keep property in repair can be more onerous than clients may realise.
- Don’t leave planning any construction or fit-out works to the last minute. They can often have the longest lead-in time but also need third party consents and wayleave agreements to permit the installation of all-important telecommunications equipment can take the longest.
Employment and immigration: a period of significant change
- The UK is undergoing the biggest upgrade to employee rights in a generation, with major changes taking effect between now and 2027.
- With the prospect of more costly claims, employers will need to manage dismissals, restructures and other organisational change far more carefully.
- Immigration controls have tightened, meaning early planning and advice are essential when transferring staff to the UK or hiring non-UK nationals.
Risk management: governance and dispute planning
- Stress test contracts when going international: review governing law, jurisdiction and enforcement provisions to ensure they still work in practice in the UK context. Consider arbitration for ease of enforceability and confidentiality.
- The UK has a strong culture of mediation, and early, structured negotiation can often resolve issues more quickly, commercially and discreetly than litigation or arbitration.
- Treat compliance and governance as core “housekeeping”: review fraud, bribery and governance policies to ensure they meet UK standards. Robust procedures can both reduce risk and form a key line of defence.
Looking ahead
For international businesses, the UK continues to offer a stable and attractive environment for investment and growth. However, understanding the practical legal and regulatory landscape is key to operating successfully.
If you would like to discuss any of the issues raised during the webinar or are considering establishing or expanding operations in the UK, please get in touch with our team.
If you were unable to attend the session and would like to receive a recording of the webinar, please email events@stevens-bolton.com and we will be happy to share it with you.