21 KiB
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:
- Must we be incorporated / locally registered to legally sell this service type in-region? (and to send the marketing)
- 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):
-
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.
-
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.
-
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:
-
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.
-
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.
-
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)
- 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.
- 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. - AU resident-director nominee — cost/availability of a nominee director service if/when we localize; or stick to ARBN (foreign-company) route.
- Money-transmission line — confirm fronting GOV.UK fees as itemized pass-through disbursement does not trigger payment-institution licensing at our volumes.
- 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.
- Surcharge legality — strip the US card surcharge from all UK/EU/AU pricing; reprice to absorb processor cost. (Confirmed needed, just needs implementation.)
- 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
- 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.
- Healthcare does NOT port — entire US healthcare stack assumes fee-for-service billing the NHS doesn't have. Exclude from UK/IE.
- 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. - 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).