new-site/docs/plan.intl-compliance-expansion.md

# Plan — International Compliance-Services Expansion (UK / AU / IE / NZ)

_Drafted 2026-06-19. **Planning only — nothing implemented yet.** Builds on the
US FMCSA/DOT cold-email + filing model. Sister doc to
`docs/campaign-deliverability-plan.md`, `docs/foreign-incorporation-guide.md`,
and `docs/billing.md`._

## Goal

Replicate the US "regulatory-burden compliance services" model (sell filing /
renewal / monitoring services to small operators, acquired via legal unsolicited
B2B email) in other English-speaking markets that allow cold B2B email. Target
markets, ranked: **UK ⭐, Australia ⭐, Ireland, New Zealand.** (Canada & South
Africa excluded — opt-in-only marketing law; see deliverability doc / prior memo.)

This doc answers the **two blocking questions** before any market entry:

1. **Must we be incorporated / locally registered to legally sell this service
   type in-region?** (and to send the marketing)
2. **Merchant processing**: how do we take ecommerce payments from in-region
   customers, and how do we remit any **fees to the authorities** on their behalf?

Everything else (template localization, list sourcing, burner sending) is
deferred to follow-up docs once these two gates are cleared.

---

## Question 1 — Do we need a local entity?

Two separate legal tests. Don't conflate them.

- **(a) To OPERATE the business** (sell a filing/agent service to locals).
- **(b) To send the MARKETING** (cold B2B email into that country).

For (b) none of these countries require a local entity — the anti-spam laws
(UK PECR, AU Spam Act, IE ePrivacy, NZ UEMA) bind on **conduct** (sender ID +
unsubscribe + B2B-consent basis), not on where the sender is incorporated. A
foreign sender can lawfully email; it just must comply with the rules. So the
entity question is really about (a): operating, contracting, and getting paid.

| Market | Local entity legally required to operate? | Reality / why |
|---|---|---|
| **UK** | **No** (can trade as overseas entity), but **strongly advised** | A foreign company can sell services into the UK. BUT: (i) UK merchant acquirers/Stripe UK want a UK or EEA entity for GBP settlement + lower fees; (ii) **VAT registration** likely required (see Q2); (iii) credibility — UK SMEs distrust a US filing agent for their O-licence. A **UK Ltd** is cheap (~£12/yr Companies House) and removes all three frictions. **No UK-resident director required.** |
| **Australia** | **No** to sell remotely; **registration triggered** if "carrying on business in Australia" | Foreign co can sell in. Once you're "carrying on business in AU" you must register as a **foreign company with ASIC (ARBN)** OR form a local **Pty Ltd**. Pty Ltd is cleaner BUT **requires at least one director who ordinarily resides in Australia** (Corporations Act s201A) — this is the real blocker; needs a resident director / nominee service. GST registration required once turnover ≥ A$75k (see Q2). |
| **Ireland** | **No**, but EU-presence helps | Foreign (incl. UK post-Brexit, US) co can sell in. An **Irish Ltd requires at least one EEA-resident director** OR a **s137 non-resident bond** (~€25k insurance bond, ~€2k/yr). VAT registration required (Q2). If we already have a UK Ltd, can often sell into IE from UK without a separate IE entity. |
| **New Zealand** | **No**, low bar to localize | Foreign co can sell in. NZ company formation is fast/cheap BUT **requires one director living in NZ (or in Australia AND a director of an AU company)** — Companies Act 1993 s10. GST registration once turnover ≥ NZ$60k. Smallest market; defer. |

### Sharper question: does the *service itself* (acting as filing agent) require a license?

This is the one to verify per-vertical before launch — being someone's agent for
a government filing can be a regulated activity.

| Market | Filing-agent licensing for transport compliance? | Notes / open item |
|---|---|---|
| **UK** | **No license to be a paid agent**, but the **Transport Manager** role on an O-licence is statutory (must hold a CPC and be a real person of repute). We can sell **prep / monitoring / renewal admin**, and optionally broker **external Transport Manager CPC holders**, but we **cannot ourselves "be" the Transport Manager** without a qualified person. **VERIFY: don't market as providing the TM unless we contract real CPC holders.** |
| **AU** | **No agent license** for NHVR/CoR advisory or NHVAS prep. NHVAS auditors must be approved, but we'd sell prep, not audit. Low risk. |
| **IE** | Same as UK (EU-harmonized: Transport Manager CPC required on the operator licence). |
| **NZ** | Transport Service Licence has a "fit and proper person" + certificate requirements; advisory/prep is unregulated. |

**Recommendation (Q1):**
1. **UK first.** Form a **UK entity** (no resident director/member needed, cheap,
   unlocks Stripe UK + GBP + VAT + credibility). Sell prep/monitoring/renewal;
   partner with external CPC Transport Managers rather than claiming to be one.

   **Entity choice — LLP (chosen) vs Ltd:** Going with a **UK LLP** for
   **tax pass-through** (no corporation tax at entity level; profits taxed in
   members' hands). Trade-offs to plan around:
   - **LLP needs ≥2 members** (a Ltd can be a single person). Need a second
     member/designated member.
   - Pass-through is **not** zero UK tax: non-UK-resident members with **UK-source
     trading profit** owe **UK self-assessment**; the LLP files a **partnership
     return (SA800)**. So two layers of personal filing, not entity tax.
   - **US tax:** a UK LLP defaults to a **partnership** for US purposes (or
     check-the-box) → flows to US members' returns; watch for extra US filing.
   - **VAT obligation is identical to a Ltd** (see Q2). No saving there.
   - **No UK-resident member required** for an LLP — good.
2. **AU second.** Start by **selling remotely as the existing entity** (legal) to
   validate demand; only stand up a **Pty Ltd (needs resident-director nominee)**
   or **ASIC ARBN** once revenue justifies it / once "carrying on business" is
   triggered.
3. **IE / NZ** deferred — both need a resident-director or bond workaround and are
   smaller; revisit after UK proves the playbook.

---

## Question 2 — Merchant processing & remitting fees to authorities

Two money flows, kept strictly separate (same separation we already enforce in
`docs/billing.md`: **our service fee** vs **government filing fee**):

- **Flow A — collect from customer** (ecommerce checkout, multi-currency).
- **Flow B — pay the authority** the actual government fee on the customer's behalf.

### Flow A — Collecting payment (merchant processing)

Today's stack (`api/src/routes/checkout.ts`): **Stripe Checkout (card + ACH),
PayPal Orders v2, SHKeeper crypto**; Stripe Subscriptions for recurring;
Adyen aspirational/not live. We extend this, we don't replace it.

| Market | Best acquiring approach | Currency / settlement | Notes |
|---|---|---|---|
| **UK** | **Stripe UK** under the new **UK Ltd** | Settle **GBP** to a UK/EEA business account (Wise, Airwallex, Revolut Business, or a UK high-street acct) | Lowest fees, local card success rates, supports **BACS Direct Debit** (the UK ACH analog — good for recurring monitoring subs) and local methods. PayPal UK as fallback. |
| **AU** | **Stripe AU** (needs AU entity) **or** sell via existing Stripe charging in **AUD as a foreign business** initially | AUD; settle via Airwallex/Wise AUD until Pty Ltd exists | Stripe supports AUD on a non-AU account but settlement/fees are worse; **PayID/BECS Direct Debit** need a local Stripe. Start cross-border, localize when entity lands. |
| **IE** | Stripe (UK or IE entity), **EUR**, SEPA Direct Debit | EUR | If UK Ltd exists, can run IE sales through it in EUR. |
| **NZ** | Stripe NZ (needs NZ entity) or cross-border NZD | NZD | Defer. |

**Multi-currency mechanics (low-lift path):**
- Stripe can present/settle multiple currencies on one account; quickest start is
  **charge in local currency on the existing/US or new UK account**, accept FX
  until per-market entities exist.
- Use **Wise Business / Airwallex** to hold GBP/AUD/EUR/NZD and avoid double FX.
- Keep **ERPNext as system of record** (multi-currency invoices already supported)
  exactly as in `docs/billing.md`; add per-market price lists + tax templates.

**Surcharge note:** our card surcharge model (`docs/billing.md`) is **illegal/capped
in several of these markets** — **UK & EU cap/ban surcharges on consumer cards
(PSD2 surcharging ban); AU allows surcharge only up to actual cost of acceptance
(RBA rules).** ⚠️ **Do NOT copy the US 3% card surcharge into UK/EU/AU.** Bake
processor cost into price or absorb it there.

### Flow A.1 — Sales tax / VAT / GST on OUR service fee

This is mandatory homework, not optional. Selling services to local businesses
generally creates a tax-collection obligation.

| Market | Tax | Registration trigger | Mechanic |
|---|---|---|---|
| **UK** | **VAT 20%** | If UK-established: register at **£90k** turnover. **If we sell from a non-UK entity into UK, threshold can be £0** (non-established taxable person) → register from first sale. A UK Ltd is simpler. B2B may use **reverse charge** (customer self-accounts) which can reduce our collection burden — **VERIFY per service**. | Register for VAT, charge 20% (or reverse-charge B2B), file quarterly (MTD). |
| **AU** | **GST 10%** | Register at **A$75k** turnover (lower/zero for some non-resident supplies) | Charge 10%, remit to ATO (BAS). B2B reverse-charge may apply for non-resident suppliers. |
| **IE** | **VAT 23%** | Non-established → effectively from first B2B sale; reverse charge common for B2B | File via Revenue. |
| **NZ** | **GST 15%** | A$/NZ$60k | Defer. |

**Open item:** for **B2B** sales the **reverse charge** mechanism may mean the
*customer* accounts for VAT/GST, dramatically simplifying our obligation — but it
depends on whether the supply is "digital service" vs "professional service" and
our establishment status. **Get a one-off cross-border VAT opinion before launch.**

### Flow B — Paying the government authority on the customer's behalf

This is the operationally hard part. In the US we front/relay the filing fee. The
analog per market:

| Market | Authority + typical fee | How fees are paid | Our remittance mechanism |
|---|---|---|---|
| **UK** | **Traffic Commissioner / DVSA** — O-licence app ~£257 + ~£401 grant + ~£401/5yr; **DVSA** for MOT/tacho; **Companies House** for any co. admin | Mostly **GOV.UK online card/Direct Debit**, agent can pay on behalf | Pay via a **UK business debit card** (from the UK Ltd's bank) at GOV.UK; pass-through the exact fee to customer with no surcharge. Need a funded GBP account (Wise/Revolut/UK bank). |
| **AU** | **NHVR** (registration/accreditation), state road agencies, **ASIC** | NHVR Portal card payment; state portals | Pay via **AU business card**; needs AUD float. Until Pty Ltd, may need customer to pay authority directly while we do prep-only (avoids handling AU gov payments cross-border). |
| **IE** | **RSA** / Dept of Transport, CRO (companies) | gov.ie / RSA online card | EUR business card. |
| **NZ** | **NZTA** (TSL, RUC) | NZTA online | Defer. |

**Key design decisions for Flow B:**
1. **Pass-through, never markup, the government fee** — same rule as US billing
   (surcharges apply to service fees only, not filing fees — `docs/billing.md`).
   Display gov fee as a separate, at-cost line item.

   **Card to pay the authorities — funding rail (decided):** GOV.UK / DVSA /
   Companies House all take **Visa/Mastercard**, so we need a GBP-funded card.
   Options:
   - **Stripe Issuing (UK/EU): yes, virtual cards exist.** Stripe Issuing offers
     **virtual + physical Visa** in the **UK and EU** (not US-only), funded from
     the Stripe balance, with per-card limits. Good for **programmatic per-filing
     virtual cards** later. Caveat: needs **Issuing approval/eligibility**, Visa
     network only, pitched for platform/expense use — an application, not
     instant-on.
   - **Wise Business / Revolut Business (preferred for launch):** one product gives
     **real UK account details (sort code + acct no.)** that receive
     **Faster Payments / BACS / CHAPS**, PLUS **virtual + physical debit cards**,
     PLUS multi-currency GBP/EUR/AUD holding. Fund GBP via **Faster Payments**
     (instant, free, ~£1M cap) and pay authorities with the attached virtual card.
     No prepaid card and no Stripe Issuing approval needed.
   - **Transfer-rail note:** you fund an **account that has a card attached**, not a
     card directly. Use **Faster Payments** for top-ups (instant/free). **CHAPS**
     (£25-35) only for high-value one-offs; **BACS** (3-day batch) for Direct
     Debit/payroll, not ad-hoc. Use **Stripe Issuing** only if/when we want
     per-filing programmatic cards.
2. **Two models for who pays the authority:**
   - **(i) We pay (agent model):** we hold a funded local-currency business card,
     pay GOV.UK/NHVR directly, recoup via the customer's checkout. Best UX, needs
     local banking + float + reconciliation. **UK = yes (UK Ltd + Wise/Revolut).**
   - **(ii) Customer pays the authority directly (prep-only model):** we charge
     only our service fee; customer enters their own card at the gov portal. **No
     gov-money handling, no float, no entity needed for Flow B.** Best for AU/NZ
     market-validation phase and avoids money-transmission questions.
3. **Avoid looking like a money transmitter.** Fronting third-party gov fees at
   scale can edge toward regulated payment activity. Keep it as **agency
   disbursement of a clearly-itemized pass-through cost**, not a stored-value /
   FX product. **VERIFY threshold with counsel if volume grows.**

**Recommendation (Q2):**
- **UK:** UK Ltd → **Stripe UK (GBP, no card surcharge) + Wise/Revolut GBP
  account** for both collecting (Flow A) and paying GOV.UK (Flow B, agent model).
  Register for VAT. ERPNext stays system of record.
- **AU/IE/NZ:** launch **prep-only / customer-pays-authority** (Flow B model ii) on
  cross-border Stripe in local currency to validate demand **before** committing to
  a local entity + resident director + local acquiring.

---

## Cost / friction summary (entity + payments to launch)

| Market | Entity to operate | Hard blocker | Payments-in | Pay-authority | Verdict |
|---|---|---|---|---|---|
| **UK** ⭐ | UK Ltd (no resident dir, ~£12/yr) | VAT registration | Stripe UK / GBP, no surcharge | Agent model via GBP card | **Go first** |
| **AU** ⭐ | None to start; Pty Ltd later | Pty Ltd needs **AU-resident director** | Cross-border AUD → Stripe AU later | Prep-only first | **Go second, prep-only** |
| **IE** | UK Ltd can serve; IE Ltd needs **EEA director / €25k bond** | Director/bond | Stripe EUR | Prep-only / agent | Defer |
| **NZ** | NZ co needs **NZ/AU-resident director** | Director | Cross-border NZD | Prep-only | Defer |

---

## Open questions (need answers before build)

1. **Cross-border VAT/GST opinion** — does B2B **reverse charge** cover our service
   so we don't have to collect? (UK + AU + IE). Single biggest unknown for Q2.
2. **UK LLP formation** — confirm no-resident-member is fine, **line up the
   required 2nd member/designated member**, pick a registered-office/agent
   provider (mirror `docs/foreign-incorporation-guide.md`). Confirm LLP
   pass-through vs the extra UK SA800 + members' self-assessment + US
   partnership-filing burden is acceptable vs a single-member Ltd. Banking:
   **Wise vs Revolut Business vs Airwallex** for the GBP account + virtual card
   (Flow B); decide whether to also apply for **Stripe Issuing** later.
3. **AU resident-director nominee** — cost/availability of a nominee director
   service if/when we localize; or stick to ARBN (foreign-company) route.
4. **Money-transmission line** — confirm fronting GOV.UK fees as itemized
   pass-through disbursement does not trigger payment-institution licensing at our
   volumes.
5. **Transport Manager (UK/IE)** — confirm we can sell prep/monitoring without
   holding the statutory TM CPC ourselves, and line up external CPC holders to
   broker if we want to offer the full O-licence package.
6. **Surcharge legality** — strip the US card surcharge from all UK/EU/AU pricing;
   reprice to absorb processor cost. (Confirmed needed, just needs implementation.)
7. **Vertical fit** — this doc assumes the **transport/trucking** analog (closest
   to FMCSA). See the **Vertical portability matrix** below for how the rest of the
   US stack ports; **healthcare does NOT port (NHS, no billing-enrollment model).**

---

## Vertical portability matrix (US stack → UK / European-English markets)

European English-speaking ≈ **UK + Ireland (+ Malta, negligible)**. Each vertical is
judged on the same two gates as the US playbook: **(1) is there a recurring
regulatory clock to sell against, and (2) can we actually get emails** (every UK
public register lists the regulated entity but **not** its email, so all of these
collapse to the same spine: **free public register × Companies House join ×
scrape-published-emails / paid append** — build it once, run all verticals on it).

| US vertical (ours) | UK/EU analog | Recurring clock? | Email/data path | Verdict |
|---|---|---|---|---|
| **Formation + annual report + registered agent** | **Companies House**: formation, **confirmation statement (annual)**, registered office, **ECCT identity verification** (2025) | ✅ annual | Companies House **free bulk register** (no email) → enrich | ⭐ Best 1:1 transfer; ~5M cos; **but saturated** (1stFormations/Tide) |
| **TCPA / data-privacy** | **ICO data protection fee** — every UK business processing personal data pays £40–£2,900/yr; **PECR** is the marketing law itself | ✅ **mandatory annual**, widely missed | **ICO public register** (name+status, no email) → can flag the *unregistered* → enrich | ⭐ **Sleeper / lead UK product.** Mandatory, recurring, under-served, we already operate under this law |
| **Trucking / FMCSA** | **O-licence** (Traffic Commissioner/DVSA) | ✅ 5-yr + ongoing | O-licence register (no email) × Companies House × scrape | ⭐ Main plan; ~85k UK + ~4k IE operators |
| **EPA RCRA hazardous waste** | **Environment Agency** waste carrier/broker registration (renew **3-yr**) + hazardous waste producer | ✅ 3-yr | EA public carrier/broker register (limited contact) → enrich | ✅ Decent niche, clear clock, public register |
| **Employment / contractor classification** | **IR35 / off-payroll working**, worker status | ⚠️ event-driven, no registry | no registry; reach via contractor/accountant channels | ⚠️ Real pain but **not list/cold-email driven** → inbound/content |
| **Telecom (CRTC / FCC 499 / USAC)** | **Ofcom** comms-provider notification + annual admin charge; **CCTS→ADR (CISAS/Ombudsman)** | ✅ annual admin charge | Ofcom lists exist, **no rich email register** like FCC RMD | ⚠️ Small universe, weak data, niche |
| **FMC ocean (NVOCC/forwarders)** | **BIFA membership, AEO, CDS customs** | ⚠️ mostly one-time/voluntary | BIFA member list, no clean email feed | ⚠️ Niche, weak clock |
| **Healthcare (Medicare/PECOS/Medicaid/CLIA/DEA)** | **NHS single-payer kills the billing-enrollment model.** Only **GMC revalidation (5yr)/NMC (3yr)** + **CQC provider registration** map | ⚠️ revalidation is **personal attestation** | GMC/NMC registers (no email); CQC has provider contact | ❌ **Worst transfer — skip.** No Medicare-enrollment analog; don't spend burner infra here |

### Takeaways
1. **Two verticals beat trucking for the UK launch:**
   - **Companies House corporate services** — most direct transfer of our entire
     formation/RA/annual-report engine, but the most crowded market.
   - **ICO data protection fee** ⭐ — the sleeper: mandatory + recurring + widely
     ignored, the public register lets us target the **non-compliant**, per-deal
     value is small but volume is enormous, and we already understand PECR.
2. **Healthcare does NOT port** — entire US healthcare stack assumes fee-for-service
   billing the NHS doesn't have. Exclude from UK/IE.
3. **One enrichment spine serves all** — Companies House-anchored verticals
   (corporate, ICO, trucking, waste) are all **Tier-2 "one hop to email"** (per
   `docs/vertical-lead-source-analysis.md`); telecom/FMC/healthcare are Tier-3/4.
4. **Lead UK products:** **ICO data-protection-fee + Companies House corporate
   services**, alongside the **O-licence** trucking stream.

## Next docs (after Q1/Q2 cleared)

- `plan.uk-olicence-stream.md` — UK Traffic Commissioner O-licence product,
  template localization, Companies House entity-type segmentation (Ltd/LLP/PLC =
  legal cold B2B; sole traders/partnerships = need soft opt-in).
- `plan.au-nhvr-stream.md` — NHVR / Chain of Responsibility, inferred-consent list
  sourcing from published business addresses.
- `plan.uk-ico-fee-stream.md` — ICO data-protection-fee renewal product; target the
  unregistered/lapsed from the ICO public register; PECR-compliant outreach.
- `plan.uk-companies-house-stream.md` — confirmation statement + registered office +
  ECCT identity verification; the enrichment spine (Companies House bulk × SIC).