In our previous blog post here at London Registrars, we wrote about the significance and role of a process agent service, including what a process agent is, in what circumstances it might be needed, and who can act as a process agent.

Turning to part two of our guide, we will answer more of our readers’ and clients’ pressing questions, so that you can be sure of only making the most informed decisions for your own organisation’s requirements.

What is a process agent letter?

The term “process agent letter” refers to the letter that appoints a process agent in England and Wales (also known as the Process Agency Agreement) so that the agent can accept legal proceedings on behalf of a party that has submitted to the English courts’ jurisdiction, but which lacks a registered office in the jurisdiction.

How might a process agent be involved in a loan agreement?

A process agent service is often especially appropriate in situations involving loan agreements – for example, where an organisation from outside the UK may wish to borrow money from an institution based inside the UK, or from any organisation under UK jurisdiction.

In this situation, the borrower can expect to have to agree to the appointment of a process agent, as part of the conditions set by the lender. This, in turn, will mean that in the event of the borrower failing to keep up with their repayments on the loan, there won’t be a need for the UK lender to attempt to serve papers abroad in order to start legal proceedings, and the borrower is assured that the UK Courts will accept that service has been duly given if a UK process agent is involved.

Is a process agent needed for arbitration?

One potential scenario meriting consideration for those looking at a process agent service, is the situation if a contract between the two parties contains an arbitration clause. Such a clause may set out that the arbitration award will be final and binding, with no option to appeal to a higher court.

If, then, a lender wishes to commence arbitration proceedings in light of a borrower having defaulted on their loan, the question is raised of how the borrower can be properly notified, and how the lender can ensure arbitration will result in an enforceable order.

In a situation like this, a process agent service can help eliminate any doubt as to whether the borrower is properly notified of arbitration proceedings. Including provision for this in the loan contract – including setting out which specific individual or organisation should be served documents – can help make service of proceedings a more straightforward process, with less ambiguity for the parties involved.

Hopefully, in the case of any given agreement between a UK and non-UK party, the need for arbitration will not arise – and with various other factors needing to be considered in the drafting of arbitration clauses, a process agent service might not always be essential. It could, however, help provide some security and peace of mind, so that the lender can be confident of holding a borrower to an agreement.

For answers to any of the further questions you may have about process agency services here at London Registrars, please don’t hesitate to reach out to our experts via phone or email. We will be pleased to help ensure you make the right decision on whether your particular requirements call for the use of a process agent service.

September 2022

The role that process agents play in cross-border financial transactions can sometimes be misunderstood. So, in a nutshell, what is a process agency, or process agent, and what else does your organisation need to know about them?

What are process agent services?

The short answer to the question of what a process agency is, is that it is a local agent or agency in the UK where the client (based overseas) doesn’t have a presence, but is nonetheless entering into a legal agreement that would render it subject to UK jurisdiction.

The idea is that the process agent acts as an appointed representative of the client, to accept service on behalf of the foreign client, with court or arbitration papers able to be served upon them, as might be required from time to time in relation to international finance transactions.

Process agent services therefore typically include the process agent accepting service of notices, proceedings, or documents on their overseas client’s behalf. Process agents come into play in situations where – perhaps due to contractual obligations – the given documents, notices, or proceedings cannot be served abroad.

Why do you need a process agent?

You might look to process agents when you are involved in an international transaction concluded under UK jurisdiction, in which one or more of the participating parties lacks a physical presence or address within the UK.

For example, if you are an organisation from outside the UK that wishes to raise a loan from a UK institution, you will be expected to appoint an English process agent, so that court proceedings can be delivered to this agent in the hopefully unlikely event of your organisation defaulting on the loan.

Is a process agent required under English law?

English law doesn’t in itself demand that your organisation appoints a UK process agent for a given international transaction; however, the other party (this often being the lender) is likely to have made the appointment by you of a UK process agent a condition of your agreement.

Serving the papers on the designated UK process agent assures the court that the legal action can proceed and reassures the counter-party that they will be able to more easily enforce the terms of the legal agreement instead of having to go through the otherwise complicated and longwinded process of trying to validly serve papers abroad.

Who can act as a process agent? 

Both individuals and organisations can be appointed as process agents, with the responsibility of receiving, accepting, and acknowledging service of process on another party’s behalf. This includes ongoing acceptance of service and court papers in the event of more protracted disputes between the parties to a given agreement.

Here at London Registrars, we enjoy a strong reputation as comprehensive and competitively priced process agents. We can act with speed and efficiency, even perhaps setting up and concluding your agreement on the same day we receive your instructions and remittance.

To learn more about what process agents can do in support of the trouble-free operation of your own organisation, please don’t wait any longer to call or email us today. We can provide further insights into the process agent’s role, so that you can be sure of only choosing the right such agency for you. And keep an eye out on the London Registrars blog for our second-part piece on the key things people need to know about process agencies.

September 2022

For organisations based outside of the UK that have reason to conduct business with UK suppliers, or under a contract subject to UK jurisdiction, or attempting to raise a loan from a City institution, a UK process agent service can be crucial for ensuring service of notices, proceedings or documents can be accepted by such organisations within the UK.

A City lender, for instance, will typically expect a borrower from another country to appoint a UK-based process agent so that, in the event of the borrower defaulting on the loan, they can still receive formal notices in the UK in relation to this.

So, what are some of the particular benefits of a UK process agent service that your organisation from another jurisdiction should be aware of?

A professional process agent offers specialist expertise

Turn to an organisation like London Registrars for your firm’s process agent service in the UK, and you can be sure you will be represented by someone in the UK who possesses the expertise and experience needed to be accepted by the counterparty to your underlying agreement and to fulfil their oblilgations as your UK process agent.

If your business enters a cross-border financing deal with an organisation in the UK, you will want to be certain that the process agent understands their role and responsibilities at every stage, and the particular needs applicable to the specific transaction. Choose us as your process agent, and you can be assured of exactly that.

They will help ensure your organisation responds quickly to legal proceedings

The chances are that you will be extremely busy on a day-to-day basis, running your core business. With your UK process agent being responsible for accepting service of notices, proceedings, or documents on your behalf in the UK and informing you promptly of receipt of such documents, this will help ensure your firm responds swiftly to any impending legal proceedings.

The presence of a process agent helps reassure all parties

It is always crucial in cross-border financial arrangements for both parties to be confident that there won’t be serious issues, such as a missed or mishandled legal proceeding leading to a default judgement.

The non-UK organisation agreeing to appoint a UK-based process agent will greatly help to provide that confidence. It will mean that service at the process agent’s UK address will constitute proper service for the purposes of court procedural requirements, so that the UK entity providing a given service or loan won’t need to worry about trying to serve notices, proceedings, or documents abroad.

When you wish to be sure of your organisation outside the UK benefitting from the most reputable, comprehensive, and cost-effective UK process agent service, there is no need to look further than London Registrars. Please don’t hesitate to call 020 7608 0011 for further information, or visit the process agency page of our website.

July 2022

23 June 2022 marked six years since the vote of the UK electorate to leave the European Union (EU). Unsurprisingly, the debate about the relative merits of Brexit and the state of the project so far continues to rumble on – both within and outside the UK.

But what has the impact been to this point on the UK’s renowned financial services sector? How have UK households been affected? And what are the likely prospects for the country looking forward?

A significant effect on the UK economy…

Even prior to Brexit itself taking place, and the change in the economic relationship between the UK and the EU that occurred with the Trade and Cooperation Agreement (TCA) taking effect in January 2021, plentiful evidence pointed to the referendum result having had a noticeable impact on the UK economy.

As noted by Dr Swati Dhingra and Dr Thomas Sampson for the independent research organisation UK in a Changing Europe, the available evidence suggests that the UK economy was already approximately two to three percent smaller at the end of 2019 than it would have been if the referendum result had been in favour of the UK remaining in the EU.

Such a decline would amount to a loss of GDP of between £650 and £1,000 per person per year. It has also been estimated that the Brexit vote caused a 2.9% increase in the country’s consumer prices, adding about £870 to the average household’s annual cost of living.

…and financial services have not been immune

There has been both good news and bad news so far on the subject of how the UK financial services sector has dealt with the implications of Brexit.

On one hand, there was furious debate around the time of the referendum campaign in 2016 about the likely effects on financial services of a victory for the ‘Leave’ side. With London being one of the world’s premier financial centres, concerns at the time focused on whether a ‘Brexited’ UK would lead to the capital city missing out on talent, resources and investment – to the benefit of competitor cities in the EU.

Fast-forward to 2022, and we have had a relatively harder Brexit than many might have predicted in 2016, with the UK having departed both the EU and the European Single Market.

Despite this, a Parliamentary report published recently by the European Affairs Committee concluded that the overall post-Brexit outlook for the UK’s financial services sector was a “positive” one.

The Committee said that the number of financial services jobs that had moved from the UK to the EU as a consequence of Brexit – an estimated 7,000 – was far lower than the approximately 75,000 jobs that some had anticipated in 2016. This has enabled London to retain its status as the second biggest financial centre in the world, amid confidence about the sector’s resilience.

But the Committee also found that some significant challenges remained, which led it to warn the Government against becoming complacent. It urged the Government to ensure it took an approach to the financial services sector that benefitted the wider UK and its economy, rather than merely the City of London. In addition, the Committee emphasised that it was not yet clear whether the impact of Brexit on the sector had fully played out.

We can be available to serve your process agency needs

Whether you have to appoint a process agent in the UK now, or whether you simply want to have a chat and collect information for a future occasion, London Registrars stands ready to cater to your needs.

Please do not hesitate to contact us, via phone or email, for further information and advice on how our team of business support professionals can help your business thrive in the evolving post-Brexit era.

June 2022

For those who might otherwise be unaware, the Model articles of association take the form of a legal document outlining the standard default provisions that regulate how a company is run.

If you are looking to incorporate a limited company, articles in the firm’s constitution will set out the internal rules and regulations that the company’s members and directors are required to follow.

It is a legal necessity for any public or private company formed in England and Wales, Scotland, or Northern Ireland to have articles at the time of incorporation.

The question of having one, or multiple directors

The Companies Act prescribes a standard format for the “Model Form” articles, with this “Model Form” being applicable in the event of the company not having commissioned a set of bespoke articles for it.

However, there are various circumstances in which the suitability of the Model Form articles might be in question, and a recent court case has shone the spotlight on one potential issue: the number of directors required in order to form a quorum at a board meeting.

According to Model Article 11(2), the quorum for directors’ meetings may be fixed, from time to time, with this decision being made by the directors. However, it must never be below two, and in the absence of the quorum being otherwise fixed, it is indeed two.

Model Article 7 says that if the directors make such a decision, it is required to be either a majority decision at a meeting, or a unanimous decision, taken in compliance with Model Article 8.

Model Article 7 proceeds to state that in the event of (a) the company only having one director, and (b) no provision of the articles stipulating a need to have more than one director, certain formalities that would otherwise come into play for director decisions will not be applicable.

Clearing up the confusion about how Model Articles 7 and 11(2) work together

The exact mechanics of the relationship between the aforementioned Model Articles hasn’t always been entirely clear to some observers. Some people believed, for instance, that Model Article 7 gave just one director – a sole director – the ability to always act and make all decisions.

However, the recent court judgement stated that Model Article 11(2) actually amounts to a quorum of two directors being needed. This means it is necessary for two directors to be present if a meeting is to be quorate.

In practice, then, a company that makes use of the unamended Model Articles is required to have a minimum of two directors in order to manage the business and make decisions in relation to the company.

London Registrars is working closely with a team of specialists in company secretarial and business support services who can be by your side to assist you in fulfilling your corporate governance and compliance responsibilities.

Our team here can also assist with our process agency services. For more details about the advice, guidance and support we can provide, please do not hesitate to contact our specialists via phone or email.

May 2022

On 23 March 2022, UK Chancellor of the Exchequer Rishi Sunak gave his Spring Statement speech.

It came ahead of the start of the new UK tax year on 6 April – and there is no question that the present burden on businesses is substantial, as taxpayers start paying for the Government’s costs incurred in its response to the COVID-19 pandemic.

What measures has the Government set out in support of UK firms?

In its Business Support Factsheet, the Government said that it would “always stand behind businesses in the UK, which is why we’ve announced further measures at Spring Statement to support them in the uncertain months ahead.”

The Government added that as part of its efforts to bolster UK-wide growth and productivity, it had also outlined “plans to incentivise firms to train more, invest more, and innovate more through cuts to tax”.

To the end of achieving the above goals, the Government laid out the following Spring Statement measures that it said would be of benefit to businesses in the UK:

• A 12-month cut in fuel duty on petrol and diesel, by 5p a litre, taking effect from 6pm on 23^rd March 2022
• An increase in Employment Allowance from £4,000 to £5,000 – a move the Government said would benefit about 30% of all businesses
• An exemption on business rates for green technology being brought forward; it means such green tech as solar panels and heat pumps will be exempt from business rates from April 2022, for businesses in England only
• Reformation to R&D tax credits to help drive innovation. From April next year, firms will be able to claim relief on the storage of their vital data and pure maths research – a move intended to boost sectors such as AI, robotics, manufacturing, and design
• Plans to encourage increased business investment after the end of the super-deduction in 2023; this relates to a series of already-announced policy changes to the existing capital allowances regime in the UK, with these to be considered by Government before April 2023

The Government said that these announcements would bolster the existing business support package. Those existing measures include – but are not restricted to – eligible firms now being able to receive a temporary business rates relief, and the business rates multiplier being frozen for another year, saving businesses some £4.6 billion over the coming five years.

What has the reaction been from the business world?

Response to the Spring Statement from representatives of UK business were mixed at best. Shevaun Haviland, director general of the British Chambers of Commerce (BCC), perhaps best summed up the sentiment, describing the announcement as a “missed opportunity to rebuild and renew the economy and ensure business has the resilience to weather the uncertain and volatile times ahead.”

Meanwhile, the Confederation of British Industry (CBI)’s director general, Tony Danker, said to the BBC that there was some good news in the Spring Statement from a longer-term perspective, such as looking into how to bolster business investment and improving the R&D tax credit.

But in terms of more immediate challenges, he added: “We’re going to struggle to help small business owners unless we tackle the energy problem. When it came to help for small businesses, I’m not sure there was enough today.”

Looking forward, make sure you have the right business support professionals by your side

At a time characterised by considerable business uncertainty and not always predictable challenges, as a business owner yourself, you are likely to appreciate advice, guidance and support that will assist your firm in surviving and thriving over the months and years to come.

We can provide such tailored business support solutions here at London Registrars, ranging from directors’ service addresses and the preparation and submission of the annual Confirmation Statement, to the maintenance of statutory registers and the minute book. Simply contact us now to learn more about all the ways our professionals could help you.

April 2022

The situation over the last few weeks concerning the Russian attack on Ukraine has been an exceedingly fast-moving one, and there has been much turbulence and unpredictability arising from the crisis for businesses in the UK, too.

Indeed, it is only now – several weeks after the beginning of the major escalation of the broader Russo-Ukrainian conflict that has been ongoing since 2014 – that we can begin to get a serious sense of what the military invasion could mean for British businesses in months and years to come.

A conflict that has exacerbated previous inflation and supply-chain worries

Even prior to the commencement of what Russia has termed a “special military operation” rather than an invasion or war, businesses in the UK and around the world were struggling under the weight of hefty inflation and considerable supply-chain disruption.

In the early stages of the conflict, experts were quick to warn that the crisis would amplify the already-adverse hit delivered to the global economy by the COVID-19 pandemic, and help drive up the costs of energy, shipping, and commodities.

With regard to the UK specifically, the Government has moved to reassure those concerned about the potential impact of the war on gas supplies to homes and businesses, stating that “the current situation facing the UK is not a question of security of gas supply, but of high gas prices set by international markets.”

The Government added that the country’s exposure to volatile gas prices elsewhere in the world “underscores the importance of our plan to generate more cheap, clean renewable energy and nuclear power in the UK to reduce our reliance on expensive fossil fuels.”

Even putting to one side the gas-price situation, however, concerns have been voiced since the onset of the conflict about potential new or escalated cost pressures right along the supply chain. Emerging signs of wavering business confidence.

While the seemingly short-lived impact of the Omicron variant of COVID-19 has recently helped buoy business confidence in the UK, we are now starting to see indicators of the negative effects of the Russia-Ukraine situation.

Speaking to the UK Parliament’s Treasury Committee recently, Tony Danker – director-general at the Confederation of British Industry (CBI) – indicated that businesses’ confidence was beginning to fade, due to heightened costs for energy and other inputs.

Businesses to have expressed concerns about difficult economic conditions ahead have included drinks maker Fever-Tree, and The Restaurant Group (TRG), which operates 400 restaurants and pub restaurants around the UK.

Fever-Tree, for instance, said that it had lowered its profit guidance in light of what it described as a “dramatic increase” in commodity prices since the beginning of the Russian invasion. However, chief executive Tim Warrillow did say that the long-term global opportunity for the business remained “substantial”.

Meanwhile, TRG said that the increasing cost of gas and electricity would add a further £6 million to £7 million to its expenses for 2022. The company said that it anticipated its costs would go up by over 5% this year, due to price increases in commodities and pressures on supply chains.

London Registrars can help your business to navigate the continuing uncertainty

Even at this stage of the conflict, much remains unclear about the full range of consequences likely to unfold for British firms in the months and years ahead. And of course, if you are a business owner, you are likely to be mindful of the limited scope you may have to mitigate against the effects of external events.

Nonetheless, there are likely to be certain steps that you can take to ensure the highest standards of governance and compliance within your organisation, and London Registrars can very much assist you with this aim.

To learn more about our full wealth of company secretarial and business support services ranging from directors’ service addresses and minute book maintenance to ensuring timely filings at Companies House, please do not hesitate to contact our team today.

March 2022

In news that will interest many organisations benefitting from our expertise in company secretarial practice for private and public limited companies and other services, the UK Government has published a review setting out the progress made in enhancing cyber resilience in the country between 2016 and 2021 – and what steps need to be taken next.

What does the review look into?

The review, published on 19 January 2022, assesses how cyber resilience in the UK has improved since 2016. This includes consideration of the positive impact of recent legislation on the management of cyber risk, such as the UK GDPR, the Data Protection Act 2018 (DPA 2018) and the Network and Information Systems Regulations 2018 (SI 2018/506).

Also outlined in the review are further actions that the Government plans to take to ensure sufficient protection against cyber threats for businesses and organisations across the digital economy.

What conclusions did the review reach on cyber resilience in the UK?

The review concluded that the market had failed to improve its security practices at a rapid enough rate to keep pace with ongoing cyber threats and the impact of these threats on an ever-more connected society.

This supports the suggestions of previous reviews that there was “insufficient regulation to compel organisations to better manage cyber risks”, and that this in turn hindered companies from putting in place appropriate cyber risk processes.

The following are the key outcomes that the Government seeks to achieve:

• understanding why government advice is not reaching or being acted upon by the target audience
• boosting cyber resilience within organisations through higher uptake of the Cyber Essentials scheme
• improving resilience within essential services and digital services
• increasing accountability for cyber security in business
• clarifying skills and qualifications within the cybersecurity profession

Coinciding with the publication of this review, the Government has also announced two new consultations for new laws to optimise the cyber resilience of organisations that are important to the UK economy, and the embedding of standards and career pathways across the cybersecurity profession.

Contact to us to find out more about our considerable know-how

Would you like to learn more about how our company secretarial practice for companies and related services for a wide range of organisations could benefit you in the coming months and years?

The team here at London Registrars is always available to talk about how we can help with the fulfilment of your company’s corporate governance, risk and compliance requirements. Simply contact us now via phone or email.

February 2022

We have previously written here on the London Registrars blog about the very genuine threat that continues to be posed by money laundering to the UK’s national security, prosperity and reputation around the world.

In that piece, we touched on how money laundering arises, why the UK’s openness to entrepreneurs and business owners comparative to many other jurisdictions can make it a particular target for money laundering, and the steps our team here at the London Registrars take to guard against illegal activity.

All of this, however, raises another important question: what is the UK’s lead agency against organised crime, cybercrime and economic crime – the National Crime Agency (NCA) – doing to address the country’s money-laundering risk?

Creating a “hostile environment” for would-be money launderers

The NCA has said that it aims to make the UK a “hostile environment” for money laundering through the implementation of the following measures:

• the targeting of individuals involved in money laundering so that they can be prosecuted and convicted, and their methods disrupted
• the recovery and confiscation of assets
• the training of financial investigators from across law enforcement in the UK
• putting in place barriers to the potential abuse of the UK financial system

The agency has stated that it proactively tackles illicit finance to deny the assets of politically-exposed persons (PEPs) and corrupt elites of a range of jurisdictions. It has also said that it is actively looking at how new legislative powers from the Criminal Finances Act could be used; it is possible to recover criminal assets with the help of Unexplained Wealth Orders (UWOs), and the NCA has made a “number” of applications for UWOs since the provisions came into force.

In addition, the NCA has said it has made multiple successful Account Freezing Orders (AFOs), as a means of freezing millions of pounds in accounts.

The ever-more international nature of finance – entailing the swift transferral of money and assets between jurisdictions, products and services – has led to the NCA working closely alongside domestic and international partners to address the threat of money laundering around the globe.

The agency has described private-sector engagement as “critical” to efforts to effectively tackle money laundering. To this end, the agency cooperates with major financial institutions to allow it to pinpoint and disrupt instances of money laundering in both the UK and other territories.

What else has the agency said about its anti-money-laundering activities?

The NCA has further commented about its measures against money laundering: “By identifying and arresting money launderers, we are able to disrupt further criminal activity, as well as making the UK a difficult environment for those who seek to use it to launder criminal finances.

“Working in partnership with other law enforcement and private sector organisations will help us support financial institutions’ own efforts, provide training and insight to help financial personnel to spot the signs of money laundering, and develop new ways to identify and arrest offenders.”

The agency further stated that the recovery and confiscation of criminal assets aided its efforts to prevent criminal networks from continuing their use of money laundering routes.

London Registrars can help your firm achieve the highest standards of governance and compliance

A complete range of company secretarial services is available from our team to ensure your organisation continues to meet its own legal, compliance and business obligations.

With our solutions encompassing registered office addresses, directors’ service addresses, minute-book maintenance, register of shareholders maintenance, and much more, we would be pleased to advise and assist if you do reach out to our skilled and experienced compliance professionals.

January 2022