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A Blueprint for Expansion: Structuring UK Brands for the Indian Market

The next wave of British growth will not come from new products but from new jurisdictions. For UK brands, India represents a paradox: a market of unmatched scale, yet a legal environment that penalises haste. The challenge is not entry but execution, how to transplant a UK governance framework into a jurisdiction defined by procedural intensity, overlapping regulators, and rapid digitalisation. The firms that succeed will treat legal architecture as commercial strategy, not compliance cost.

I. The strategic context: post Brexit bilateralism

The UK’s trade policy now leans on bilateral corridors. The UK and India Free Trade Agreement, signed in July 2025 but pending ratification, will eventually set a template for services mobility, data standards, and cross border taxation. For now, entry into India still depends on sector specific foreign investment rules, the Companies Act 2013, and FEMA’s capital control regime. British boards must therefore approach India not through the lens of emerging market risk but as a rules-based jurisdiction where legal form is commercial advantage.

India’s legal environment is moving closer to the UK’s. Corporate filings are digital, directors are identifiable through national KYC systems, and enforcement is increasingly data driven. This convergence allows UK brands to operate in a familiar governance ecosystem, but only if they maintain structural precision from the start.

II. Structuring with discipline: law as market entry strategy

The fundamental decision is the choice of legal vehicle. A wholly owned subsidiary remains the most robust model for brand protection, tax efficiency, and repatriation. It allows control over intellectual property, consistent transfer pricing arrangements, and eligibility for India’s 22% corporate tax rate under section 115BAA.

UK counsel should treat incorporation not as a procedural act but as a constitutional one. Every clause in the Articles of Association should reflect brand control, ownership, and board independence. Shareholder agreements must integrate UK corporate principles such as reserved matters, drag and tag rights, and director duties while remaining enforceable under Indian law. Many entrants rely on informal joint ventures that collapse once regulatory filings or ownership disputes arise.

Franchising and distribution models often appear simpler but create the opposite result: brand dilution, tax leakage through mischaracterised royalties, and unmanageable consumer liabilities. In the post Finance Act 2023 landscape, where India taxes royalties and technical fees at 20% subject to treaty relief, these structures can erode margins faster than any logistics cost.

III. Building people infrastructure: compliant mobility as competitive advantage

India’s demographics are an asset, but mobility rules are unforgiving. Without a social security agreement between the UK and India, every British assignee becomes liable to India’s Employees Provident Fund regime with a 12% contribution on full pay. Employment visas require a minimum salary of USD 25,000 and registration with the Foreigners Regional Registration Office.

Secondments must be drafted with precision. The Supreme Court’s Northern Operating Systems judgment classifies many inbound secondments as taxable manpower supply, creating GST and permanent establishment exposure. The best structures use dual contracts, Indian employment for operational control and UK employment for benefits continuity, and treat tax equalisation as an upfront budgeting exercise rather than a remedial cost.

UK brands should pre-empt mobility issues at the group policy level. Expatriate frameworks must reconcile UK employment protections, Indian payroll tax, and corporate residence tests. Compliance here directly influences profitability. A clean mobility strategy prevents double taxation, reduces payroll friction, and preserves managerial credibility with regulators.

IV. Governance and compliance: synchronising two legal systems

Expansion is now a governance challenge. India’s Significant Beneficial Ownership rules mirror the UK’s register of persons with significant control. Both demand transparency of ownership above 10%. Directors must complete identity verification under both the UK Companies House reforms effective November 2025 and India’s DIN based KYC systems. Boards that harmonise filings and maintain mirrored registers across jurisdictions avoid anti money laundering discrepancies that can stall banking or licensing.

Anti bribery procedures under the UK Bribery Act 2010 must extend into India’s procurement and state licensing framework. India’s Prevention of Corruption Act now penalises commercial bribery, and enforcement collaboration between agencies is increasing. Embedding adequate procedures into Indian operations is both lawful protection and market signal.

On data, the Digital Personal Data Protection Act 2023 introduces accountability similar to GDPR, while India’s CERT In requires incident reporting within 6 hours. UK brands must treat these as operational metrics. The UK Information Commissioner’s 72 hour window is no defence in India. Integrating incident response across both jurisdictions, using standardised encryption, retention, and audit trail protocols, turns compliance into reputational capital.

V. Profitability through legal precision

The primary cost of entry is regulatory friction. Every delay in registration, taxation, or data clearance converts into working capital loss. A structure that anticipates both UK and Indian compliance regimes delivers margins.

Key profitability levers are legal, not operational:

• Repatriation clarity through the India and UK tax treaty, using Form 10F and tax residence certificates to secure 10–15% withholding instead of 20%.
• Transfer pricing coherence using contemporaneous benchmarking under both OECD and Indian rules to prevent double adjustment.
• Data localisation avoidance by maintaining processing within permissible geographies and evidencing lawful transfer safeguards.
• Permanent establishment neutrality through contracts that keep control, risk, and remuneration within the Indian entity.

These factors define whether a UK patent records profits in London or defers them indefinitely in India.

VI. The advisory opportunity

Law firms and professional advisers now play a central role in translating UK governance standards into Indian enforceability. The task is multidisciplinary, combining immigration law, tax structuring, data compliance, and corporate governance. The real value lies in coordination, ensuring that the same narrative is defensible before the UK’s HMRC, Companies House, as before India’s Ministry of Corporate Affairs, Reserve Bank, and tax authorities.

For UK legal counsel, assisting brands to enter India requires a shift in mindset. India is not an exotic risk but a mirror market that demands British rigour in a different idiom. Advisory quality is measured by structural resilience, not volume of filings.

VII. The new tradecraft of expansion

The post Brexit British economy will depend on legal engineers as much as marketers. The India corridor is the proving ground. Brands that move first with coherent legal structures, clean shareholding, local governance, mobility compliance, and integrated data strategy will not only survive but set the benchmark for international expansion.

In an age where regulation defines market access, legality is brand strategy. The firms that internalise this will discover that compliance is not an obstacle to growth in India, it is the mechanism through which growth becomes sustainable.

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Ben Rosen Recognised in Spear’s 500 Tax & Trust Index 2025 as a Recommended Tax Lawyer

Quastels LLP is pleased to announce that Ben Rosen, Private Wealth & Tax partner, has been listed in this year’s Spear’s 500 Tax & Trust Index as a recommended Tax lawyer. 

About The Spear’s 500 Tax & Trust Index

The Spear’s 500 Tax & Trust Index is a highly regarded guide that showcases the leading advisers to ultra-high-net-worth individuals and family offices. It recognises specialists across a broad range of disciplines, including: 

• Tax Lawyers
• Tax and Trust Barristers
• Trusts, Structuring and Offshore Experts
• Contentious Trust Lawyers
• Probate and Wills Lawyers
• Accountants and Tax Advisers

Recognised for multi-jurisdictional expertise

Ben’s recognition in this index showcases his expertise in multi-jurisdictional work, and his experience in navigating the issues surrounding HNW individuals and international families with complex structures and needs. 

“Ben Rosen, who works with clients on property investments, trusts and family investment companies, tells Spear’s that his strength is not just in the tax expertise he provides, but in making complex and often emotional issues easier for his clients. ‘Being good at tax is a given; what makes an excellent adviser is making the information more digestible,’ he says.” 

– Spear’s Review, Spear’s 500

We congratulate Ben on this achievement, which highlights his commitment to delivering exceptional advice and service to our clients. 

Click here to read Ben’s profile in full. 

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Why is there Leasehold Property Ownership? What Buyers Need to Know

When purchasing property in England and Wales, there is a clear distinction between properties being held on a leasehold basis as opposed to being held as freehold property. Leasehold property ownership derives from an historical feudal system, that has been phased out in many parts of the world, but remains a common way of owning property in England and Wales. Nearly every apartment in England and Wales is held on a leasehold basis. It is no wonder then that leasehold ownership has has a spotlight shone on it in the recent years, and is part of the UK government’s legal reforms to change some of the legislations surrounding property ownership.

Leasehold vs Freehold Property

Firstly, we set out the key features for freehold property:

• The property includes the land that it sits on, and is owned for an infinite time.
• No ground rent is payable, although for some freehold houses there may be an estate charge payable as a contribution towards estate management costs.
• The owner is responsible for the maintenance of the building, this includes the structures, roof and the foundations. It is entirely their property.
• Flexibility for alterations to be made to the building, subject to local planning laws and building regulations.

The key features for leasehold property include:

• Leasehold interest means that you hold the property for a fixed term, commonly the lease terms granted would be for 99, 125, 250 or 999 years from the lease commencement date.
• Ownership will be held under a lease whereby the freehold owner (the owner of the building) will be known as the Landlord or Lessor, and the leasehold (the property owner) will be known as the Tenant or Lessee.
• Annual ground is payable to the Landlord under leases granted prior to the Leasehold Reform (Ground Rent) Act 2022 coming into effect. Levels of ground rent can differ from property to property.
• Service charges are payable to the Landlord or an appointed management agent as a contribution towards the maintenance and repairs of the building and estate, and building insurance.
• Restrictions within the lease govern the leasehold owner’s rights and use of the property, including the terms on which the property can be let out, how the ownership can be transferred or sold, how common parts are managed and insured by the freehold owner, what alterations may be restricted.

Practical considerations for Buyers purchasing leasehold property

The remaining term of the lease is one of the most important considerations when purchasing leasehold property. The number of years remaining will affect the marketability and value of the property, some lenders will not consider the property as good security should the remaining term be below a certain number of years. The extension of lease terms is a niche area of property law and such rights and processes have typically been costly for a leasehold owner.

The ground rent and service charge structure and provisions should be reviewed as these need to be considered carefully as it can also affect the type of lenders that are willing to lend on the property, as well as having an effect on the marketability and affordability of the property.

Restrictions and regulations set out in the lease must be adhered to, any breach of a lease covenant (including non-payment of ground rent and service charges) could lead to a right of re-entry and forfeiture of the lease by the Landlord taking enforcement action in the courts. Complying with, or defending such action may be costly.

Key legal reforms

The Leasehold Reform (Ground Rent) Act 2022 effectively abolished ground rents on newly granted long residential leases granted after 14 February 2022.

Future reforms expected, particularly under the Leasehold and Freehold Reform Act 2024 will include:

• Easier and cheaper ways to extend lease terms.
• More control and rights for leaseholders in making decisions on how their buildings and common shared parts are managed.
• Potentially replacing the feudal system of leasehold ownership altogether, and replacing it with commonhold as introduced by the Commonhold and Leasehold Reform Act 2022.

Conclusion

Whilst there are more restrictions affecting the use, and potentially more charges payable under leasehold ownership in comparison to owning a freehold property, leasehold property is still an attractive ownership option for many property owners, particularly for overseas based owners who may want to own a ‘lock-up and leave’ holiday property, or a landlord to take care of maintenance and management for the building. The leasehold framework ensures that the Landlord is responsible for the maintenance, security and insurance maintained and implemented for the building, as it is in accordance with the Landlord’s legal obligations within its lease and required under current UK building safety regulations and guidance, which has also seen recent changes.

Our specialist residential property team are experienced in advising on leasehold property as well as freehold property, our aim is to ensure that you are fully aware of your legal obligations whilst owning a property in England and Wales. We would also be able to advise on the status of some of the key legal reforms mentioned in this article and how this may affect you buying property, whether it is for the first time in England and Wales, or as an existing property investor.

To get in touch with our Residential Real Estate team or APAC Desk, please fill out the form below.

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