Establishing a FIC: Key structural considerations
Jurisdictional incorporation
UK-resident families often establish UK-incorporated entities. International families, by contrast, may prefer to incorporate in stable offshore jurisdictions—depending on their tax profile and succession priorities. Even where the entity is offshore, UK tax residency can be maintained via UK-based management and control, ensuring alignment with family objectives.
Limited vs. unlimited liability
A limited company provides shareholder protection, shielding personal assets in the event of insolvency. However, where FICs are unlikely to incur debt, an unlimited company can provide greater privacy, as it is exempt from filing financial statements with Companies House. This discretion is often a decisive factor for UHNW families.
Control through share classes
Founders typically subscribe for initial subscriber shares and subsequently create tailored share classes to separate voting rights, income, and capital entitlements. This enables families to implement sophisticated ownership frameworks—retaining control while gradually integrating younger generations through non-voting equity.
Provisions restricting share transfers can be embedded within the Articles of Association to ensure the company remains firmly within the family’s control across generations.
Funding mechanisms
Two common methods are used to capitalise FICs:
- Interest-free loans: Offering flexible liquidity to the company, repayable without triggering immediate tax liabilities. However, loan values remain in the founder’s estate for IHT purposes.
- Equity injection with share premium: Assets can be transferred into the FIC in exchange for shares issued above nominal value. While UK company law restricts distributions from share premium, many offshore jurisdictions provide far greater flexibility.