Commercial agreements for a UK company
The contracts the UK company trades on: customer terms, supplier terms, the intercompany agreements with the parent, and the paperwork a UK enterprise buyer's procurement team will ask for before they sign.
UK-law terms for the contracts the subsidiary signs
A UK subsidiary contracts in its own name, on its own terms, and is sued in its own name. Terms drafted for another jurisdiction tend to be silent on what matters under English law and unenforceable on some of what they do say.
What you get
- UK terms of business
- Customer and supplier contracts reviewed
- Intercompany services and licence agreements
- Confidentiality and data agreements
- Signing authority documented
- Contract register maintained
What we do
UK terms of business
Your standard terms for selling here: payment, liability, termination and what happens when something goes wrong. UK customers expect to be given terms and notice when they are not.
Customer contracts reviewed
Before signature rather than after. UK enterprise and public-sector buyers send their own paperwork, and the questions worth asking are about liability caps, indemnities, data and termination.
Intercompany agreements
Services, licence, distribution and loan agreements between the UK company and the parent. These are where the tax position lives, so they matter commercially and for transfer pricing.
Signing authority
A written schedule of who can sign what, up to what value, approved by the board. It prevents an argument later and diligence will ask for it.
A contract register
Every agreement the company is party to, with its term, notice period and renewal date. Administrative until the group wants to restructure and no one can find anything.
A solicitor where one is needed
We are not a law firm. For a significant customer contract we bring in a UK commercial solicitor and manage the process rather than handing you a name.
A UK subsidiary signs its own contracts. That is the point of having one. It also means the terms it signs on are its own, and a contract written for another country's law and then used here tends to be silent on the things that matter in England and unenforceable on some of the things it does say.
What a new UK company usually needs
- Terms of business. Your standard terms for selling in the UK, covering payment terms, liability, termination and what happens when something goes wrong. UK customers expect to be given terms, and the absence of them is noticed.
- Customer contracts. Reviewed before signature rather than after. UK enterprise buyers and public-sector bodies send their own paperwork, and the questions worth asking are about liability caps, indemnities, data protection and termination rights.
- Supplier and reseller agreements. Including the ones the group already has in another language and wants to use here.
- Intercompany agreements. Services, licence, distribution and loan agreements between the UK company and the parent. These are where the tax position lives, so they matter twice: once commercially, once for transfer pricing.
- Confidentiality and data agreements. Including the transfer paperwork for personal data moving to the parent, covered on the data protection page.
Who does what
Buzz is not a law firm and is not regulated by the Solicitors Regulation Authority. What we do is the commercial and tax structuring around your contracts, draft and maintain the intercompany agreements, keep the contract register, and document signing authority so the right person signs the right thing. Where a contract needs a solicitor, and a significant customer contract usually does, we bring in a UK commercial solicitor from our network and manage the process rather than handing you a name and stepping back.
Signing authority
A UK director can bind the company. So, often, can an employee who appears to have authority, whether or not the group intended it. A short written schedule of who can sign what, up to what value, approved by the board and minuted, prevents an argument later and is the sort of thing a buyer's diligence will ask to see. We prepare it at set-up and keep it current as the UK team grows.
The contract register
Every agreement the UK company is party to, with its term, its notice period and its renewal date. It sounds administrative until the group wants to restructure, sell, or simply stop paying for something, and no one can find the contract or knows when it renews. We keep it as part of the ongoing service.
What we need from you
- Existing terms of business, in whatever language they are in
- The contracts the group already uses with customers and suppliers
- What the parent will provide to the UK company, and what the UK company will do for the group
- Who should be able to sign, and up to what value
Common questions
Can we use our existing contracts with UK amendments?
Sometimes, and it depends on the contract. Terms built on another country's law usually need more than amendment because the assumptions underneath them differ. A UK set of terms is cheaper than the first dispute over an unenforceable clause.
Do you draft the contracts yourselves?
We draft and maintain the intercompany agreements and the commercial structure around them. For customer and supplier contracts we work with a UK commercial solicitor and manage the process. We are not a law firm and do not pretend otherwise.
What is the intercompany agreement for?
It sets out what the parent charges the UK company, or the UK company charges the group, and on what basis. Without it, HMRC disallows the deduction, so it is a tax document as much as a commercial one.
Our customer sent us their contract. Can you look at it?
Yes, and this is a common request. We review the commercial and tax terms and flag what needs a solicitor rather than reviewing everything ourselves.
Related services
Setting up a UK subsidiary
QuotedIncorporation and the registrations that follow
Incorporation, the ownership register, identity verification for each director, then corporation tax, PAYE and VAT registrations. One fee, everything a new UK company must have.
Registering a UK branch (a UK establishment)
QuotedA UK branch of the existing company, registered at Companies House
Registration within the one-month deadline, the parent's constitution and accounts filed, the branch registered for corporation tax, VAT and PAYE, and the annual filings kept up.
HMRC registrations for a new UK company
QuotedCorporation tax, PAYE, VAT and the other HMRC registrations
Every registration the company needs, applied for in the right order and at the right time, with the references held on file rather than lost in the post.
Get a fixed quote
Tell us where the parent company is and what the UK operation has to do.
