UK: Establishing A Business In The UK

Last Updated: 26 March 2001
Article by Richard Baxter

A. Business Structures

B. Other Aspects Of Conducting Business In The UK

C. Private Versus Public Status

A. Business Structures

Types Of Business Entity

It is possible, of course, for an overseas corporation to trade in its own right in the UK. Commercial and taxation issues often point, however, to the establishment of some form of formal UK business entity. The most common types of UK business entity through which business may be carried on in the United Kingdom are:-

  • as a separate limited company;
  • in respect of an overseas company, by way of a branch office or place of business;
  • as a sole trader (only applicable to individuals rather than corporations);
  • by way of partnership.

Persons carrying on business either as a sole trader or in a partnership are, in most cases, personally responsible for meeting the debts and liabilities of the business out of their own personal assets (to the point of bankruptcy), although more recently a form of limited partnership has been introduced in the UK for certain circumstances. A UK company is, however, a separate legal person from its owners/managers and, in the case of the most common form of trading company, the liability of its' members is limited to the amount of money which they have paid up or agreed to pay up in respect of their shares in the company.

This Memorandum does not deal with matters solely relating to business carried on as sole trader or through a partnership (although various issues set out in Part B may be relevant to such businesses), but focuses on the carrying on of business through a UK company or as a branch office or place of business of an overseas company.

Establishing A Separate UK Company

Types of company

There are various forms of UK company:

  • a private company limited by shares;
  • a public company limited by shares;
  • a private company limited by guarantee;
  • an unlimited company.

The following commentary deals with companies limited by shares, which are almost always the corporate vehicles used in carrying on any business activity.

Private Versus Public Status

Company legislation (the majority of which is embodied in the Companies Act 1985) generally relates to both private and public companies alike. There are, however, a number of differences, the most important of which are summarised in Part C - most overseas businesses choose a private company, at least initially, as this is the least regulated vehicle and is therefore easier and cheaper to run.

The Registration Process

A central registry (known as Companies House and headed by the Registrar of Companies) exists to deal with both the initial registration and ongoing monitoring of companies so as to ensure their compliance with law.

UK companies will be incorporated either in England and Wales (registered and monitored by Companies House in Wales) or in Scotland (registered and monitored by Companies House in Scotland). However, broadly the same corporate legislation applies to both types of company.

Registration of a private limited company is relatively straightforward and, upon submission of the relevant documentation (including particulars of members and directors and of the proposed constitution) and application fee Companies House will issue a certificate of registration within around seven working days. It is possible to incorporate a company within 24 hours, although at greater expense, since Companies House charges a one-off expedition fee.

Alternatively, it is possible to acquire a "shelf company", which is already set up but has not yet traded. Stevens & Bolton incorporates and holds shelf companies for use by clients. For further information please refer to the contact details at the end of this memorandum.

Company And Business Names

Before any documentation is prepared or submitted to Companies House, it is important to establish that the proposed company name is available.

A company may take any name that it chooses, subject to certain exceptions or restrictions including:

  • every company must have a name different from that of any other registered company (a name search can be undertaken at Companies House to check existing registrations;
  • a private company limited by shares must have the words "Limited" or "Ltd" as the last word of its name;
  • certain words or expressions which are identified as "sensitive" may only be used as part of a company name with the consent of the Registrar of Companies (or other relevant body as prescribed by statute), e.g. "Group" or "Holdings" may only be used with the consent of the Department of Trade and Industry and will only be permitted if the word is not considered misleading having regard to the structure of the company's group.

Securing registration of a company name does not, however, guarantee that the company may freely use that name in business. In particular:-

  • the Registrar of Companies may require a name initially accepted for registration to be changed within 12 months of registration, if it is considered confusingly similar to another registered name;
  • use of a name may infringe a registered trademark of a third party, so a trade mark search is desirable to check the availability of a chosen business name;
  • existing businesses may be able to challenge the use of a name where that use damages the goodwill or reputation of that existing business, under a common law action in "passing-off".

As there is no UK register of business names, the best course of action is to search at Companies House and the Trademarks Registry for conflicting or confusingly similar registrations, and to check relevant directories and trade journals for existing unregistered business names. Stevens & Bolton can assist with any required searches.

A company may use one or more different business names, although only the registered name may end with "Limited" or "Ltd".

All company correspondence (including business letters, orders for goods or services, invoices, receipts, facsimile transmissions and electronic mail) must also state, however, the company's full registered name, place of registration, registration number and registered office address. There is no requirement to state the names of all directors, but if the name of any director is shown the names of all directors must be stated.

Company's Constitution

A UK company's constitutional documents are its Memorandum of Association and Articles of Association.

The Memorandum of Association confirms the company's name, country of incorporation, the objects and powers of the company, the fact that the liability of its members is limited and particulars of its authorised share capital.

English companies make a distinction between authorised and issued share capital. The amount of authorised share capital is the total amount of capital available for allotment by the directors to shareholders. The issued share capital is the total amount of authorised share capital which has been issued to shareholders. A company's authorised share capital may be increased by a special resolution of the shareholders (see below). Shares may also be divided into different classes with different rights attaching to each class (e.g. as to voting or dividends) which will be set out in the Articles of Association.

The Articles of Association contain more detailed provisions relating to the day to day management and administration of the company (eg provisions in respect of the calling and holding of board and general meetings, appointments and powers of directors and share issue and transfer provisions). Although day to day affairs are generally within the powers of the directors, the Articles of Association will reserve certain matters (e.g. share capital changes) to the shareholders, and these provisions will be supplemented by certain mandatory requirements set out in statute.

Conduct Of The Company's Business

Shareholders And General Meetings

The shareholders deal with certain matters which cannot be delegated to the board of directors (eg an increase in the authorised share capital or the alteration of the Memorandum or Articles of Association). Such matters are determined by resolution of the shareholders in general meeting (the percentage vote required depending upon the type of resolution in question). There are various requirements as to convening general meetings including as to the length of notice to be given (although this may in most cases be waived if the requisite majority agree).

As an alternative to holding a general meeting, shareholders may (subject to a few exceptions) pass resolutions by way of written resolution. However to be effective such written resolution must be agreed to by all members rather than just the specified majority that would be required if the resolution were proposed at a general meeting.

Every company must, save where an "elective resolution" has been passed to dispense with the requirement to hold the same, hold at least once a year an Annual General Meeting (AGM) at which certain business (as laid down in the company's Articles of Association) is passed (and which generally includes "normal business", the laying of the annual accounts, approval of any dividend and the re-appointment of auditors).

To make the conduct of private companies simpler, a number of formalities which would otherwise apply may be dispensed with if an "elective resolution" is passed. Examples of elective resolutions include:-

  • to dispense with the requirement for a formal annual general meeting;
  • to dispense with the laying of accounts and reports before the annual general meeting;
  • to dispense with the appointment of auditors annually.

Following a relatively recent change in the law, a private company need only have one shareholder.

Directors And Board Meetings

The day to day management of the company is usually vested in the board of directors who will exercise their powers by way of passing resolutions at board meetings on the basis of a simple majority vote unless otherwise agreed. There are few formalities with respect to the calling of board meetings save that reasonable notice must be given to all directors. Again, it is possible for directors to pass written resolutions by unanimous agreement. If the Articles of Association so provide, the directors may delegate some or all of their functions to a committee of directors (which may consist of only one director) or to a managing director.

The minimum number of directors is one, although it is usually desirable for practical reasons for there to be at least two. A director need not be a British national or resident in the UK and is not required to hold any shares in the capital of the company of which he/she is director unless this is expressly required in the Articles of Association of the company. A director may be a corporation.

The directors have certain legal duties towards the company in connection with their management of the company's affairs which include a duty to exercise their powers in good faith and in the best interests of the company as a whole and a duty to exercise [reasonable] skill and care in carrying out such office. Additionally directors are subject to various restrictions and other statutory regulations (eg directors are generally prohibited from taking loans from the company; a director who is personally interested in a contract is obliged to declare in advance the nature of his interest at a board meeting; a director is required to notify the company of any interests in shares that he has in the company or any other member of that company's group). There are strict penalties for directors who breach these regulations or do not comply with their duties to the company which include disqualification from acting as a director of any UK company, fines and even imprisonment.

Any non-executive or shadow directors (ie persons who, not being formally appointed directors, control the board of directors of a company) will also generally fall within the above obligations and are therefore potentially subject to the same liabilities.


Every company must have a secretary (who will be either an individual or a corporation). A secretary may also act as a director, unless he/she/it is the company's sole director. The secretary's functions are largely administrative and include the requirement to convene board and general meetings, to maintain the statutory books (see below) and to ensure timely filing of relevant documentation with Companies House.


Every company must appoint and have annual accounts audited and reported on by an independent person acting as auditor (who must be properly qualified for such purpose).

Publicity Requirements

Every private limited liability company is required to keep the following records:

  • a register of members;
  • a register of directors and secretaries;
  • a register of directors' interests and shares and debentures;
  • a register of charges (if any);
  • minute books of general meetings and board meetings;
  • copies of directors' service contracts;
  • accounting records (which must satisfy certain criteria).

Of the above, the first four are required to be available for public inspection at the registered office (or other permitted location). Further publicity requirements apply to public companies.

Other filing requirements include:

  • Annual Return. This is required to be delivered annually, comprising details of the directors and secretary, registered office and particulars of issued share capital;
  • Annual Accounts. A copy of the annual accounts (see above) must be delivered to Companies House within a prescribed period after the end of the accounting reference date to which such accounts relate. Failure to do so will render the company liable to a fine;
  • Registration Of Charges. Particulars of certain types of security given by the company over any of its assets must be registered within 21 days. If this is not done, then the charge will be void against any creditor or liquidator of the company and any monies secured by the charge will become immediately due and payable;
  • notification of the appointment and resignation of officers;
  • filing of certain resolutions passed at general meetings, eg increase in capital, alteration of the Memorandum and Articles of Association;
  • details of the issue of further shares.

Overseas Companies Establishing An Operation

An existing overseas entity wishing to establish a business entity in the UK, can set up a UK company as described above, or may alternatively establish:-

  • as a branch office; or
  • as a place of business.

Both of these regimes are subject to registration and on-going filing requirements similar to those required in respect of a UK company. Further, similar restrictions and obligations apply in relation to the name of the overseas entity (including in relation to business stationery) (see above). Registering a branch office or place of business is considerably less common than establishing a UK company.

The appropriate structure to adopt will depend upon the business's intended commercial objectives and activities in the UK and tax considerations will also play a significant part. Whereas a UK subsidiary is 1at law an entirely independent legal entity, a branch office or place of business is not.

If a separate UK subsidiary is not appropriate, a place of business may be the appropriate form of registration if the business carried on at the relevant place in the UK is only ancillary or incidental to the company's business as a whole, eg warehouse facilities or administrative offices for the company or internal data processing facilities. Where business is actually conducted, the branch regime will usually be the appropriate choice. Certain categories of company cannot, however, register as a branch.

B. Other Aspects Of Conducting Business In The Uk


There is a wealth of employment legislation existing in the UK which will generally apply to protect any persons employed in the UK regardless of the nationality or location of any such employer. Some of this legislation is derived from European Union directives, which as a member of the European Union, the UK is required to implement. An example is the Working Time Directive which requires, amongst other things, a limit on a worker's average weekly working hours to 48 (subject to certain exemptions and exclusions).

UK employment legislation covers not only staff once employed, but is also relevant to recruitment; e.g. in recruiting employees, it is unlawful to discriminate on the grounds of sex, colour, race or ethnic origin.

Once employed, an employee is legally entitled to be given, not later than 13 weeks after the start of his or her employment, a statement of terms of his or her employment (containing certain particulars as prescribed by statute which include, for example, provisions relating to notice period, sick pay, holiday entitlement and disciplinary rules).

Example of further UK legislation includes:

  • Dismissal Of Employees. It is generally unlawful to dismiss an employee unfairly, for example because of his/her race, as a result of his/her involvement with a trade union or without complying with the company's disciplinary code.
  • Redundancy. Where an employee is made redundant, he or she may be entitled to a statutory redundancy payment (calculated by reference to a prescribed formula which takes into account the age and number of years service of the employee).
  • Health And Safety At Work.
  • Transfers Of Undertakings. On a transfer of an undertaking or business (which may even include taking over a contract from a previous contractor), employment rights of employees employed in that undertaking may transfer to the transferee automatically.

All employees are primarily responsible for payment of their own tax, but an employer is required to operate a "Pay As You Earn" (PAYE) withholding system under which UK income tax is deducted at the time that the salary is paid to the employee (although different rules may apply to employees who are foreign nationals). This requirement applies not only to a UK company but also to an overseas company operating a branch or place of business

Further, employers are also required to make National Insurance contributions on behalf of employees. Such contributions are part of a social security system which provides cash benefits for sickness, unemployment and retirement. This includes a state pension scheme which provides a basic pension and a state earnings-related pension ("SERPS"), where the amount of an employee's entitlement is determined by the National Insurance contributions paid by both employer and employee.

Work permits must in many cases be obtained for foreign nationals (other than from EU member states and certain Commonwealth countries) working in the UK and are applied for by the prospective employer. Work permits will generally only be granted to persons with recognised qualifications or special skills and where it can be shown that that employee's position could not be filled by a UK or other EU national. Certain foreign nationals may also require visas.

Business Premises

English property law is relatively complex. Land is held under either freehold ownership (ie: absolute ownership whereby the owner is generally entitled to deal with the land as he sees fit - sometimes called a "freeholder"), or leasehold title (ie whether the occupier has leased the land from a freeholder or a superior leaseholder for a fixed period- usually called a "tenant" or sometimes a "lessee"). A different regime operates in Scotland.

The terms of leases can vary considerably and it is fairly common for leases to be between 10 and 25 years with upward only rent reviews taking place periodically and restrictions on disposing of the property. The tenant is likely to be responsible for any repairs either directly or through the levy by the lessor of a service charge and it is wise to obtain a surveyor's advice on the extent of this liability - the obligation can often be more onerous than is expected. Depending upon the climate of the property market, it is possible for tenants to negotiate shorter leases, rent free periods and a right to terminate the lease earlier than the agreed expiry date.

It should be noted that there will generally be many restrictions on the freedom of a tenant to use the premises as he wishes and, in particular, if he wishes to alter the premises in any way (or change their use) during the currency of the lease he is likely to need the landlord's consent (and the landlord will expect his costs to be paid by the tenant). Tenants and freeholders are also subject to a complex range of legislation regulating use of business premises - for example, relating to planning controls and protection of the environment.


The tax treatment of a business will depend upon the nature of the business entity and the rules will vary depending upon whether or not such entity is deemed to be UK resident for tax purposes. It is important to receive professional tax advice prior to the setting up of a business as taxation issues may determine the structure chosen. In the case of an overseas entity setting up in the UK, international aspects such as the application of any relevant double taxation treaties will also need to be considered.

VAT Registration

Value Added Tax (VAT) is a general turnover tax charged on most supplies of goods and services made in the course of a business in the UK. This tax is levied at each stage of the manufacturing and distribution process so that it is effectively passed down the chain, the cost ultimately being borne by the end user of the goods or services. If the annual turnover of the business is in excess of the VAT registration threshold the business will be required to register for VAT with HM Customs & Excise. Certain goods or services are either zero rated for VAT purposes or VAT exempt, so VAT registration is not required or appropriate in all cases.

Bank Accounts

Generally there are no restrictions on foreign-owned UK companies or overseas entities holding bank accounts in the UK, although registration papers and other information relating to the business and its officers will be required to be produced in advance. All banks also apply strict procedures to reduce the risk of money laundering.

Contract Law

Subject to certain regulatory qualifications and restrictions, parties are generally free under English law to enter into commercial contracts as they see fit. Due to the way in which contracts are interpreted by the English courts (whereby greater emphasis tends to be given to the written words rather than to the surrounding circumstances or commercial objectives of the parties), the drafting should be as precise and detailed as possible.

Commonly, businesses will establish a set of standard terms of trading which, having been drawn up in advance, will be designed to give maximum protection to the business and will also speed up the contract making process. However, there are statutory controls, in particular relating to attempts by businesses to restrict their liability, and generally to protect consumers.

A UK distributor does not enjoy under English law any rights to statutory compensation upon termination of the arrangement as is the case in other jurisdictions. However, self-employed commercial agents are given greater protection including, in certain circumstances, the right to compensation upon termination of the agency relationship.

In the case of contracts entered into by companies it is important to note that if a contract is purportedly made by or on behalf of a company before it has been formed (i.e. before the certificate of incorporation is issued by the Registrar of Companies) the person purporting to act for the company in respect of such contract may become personally liable for the company's obligations under such contract.

Other Legal Controls and Restrictions

As regards trade generally, businesses in the UK are subject to considerable UK and EU legislation and "judge-made" common law. Examples include the following:-

  • prevention of restrictive trade practices and unfair competition;
  • protection of the environment;
  • regulation of advertising;
  • financial services, including banking and insurance regulation;
  • regulation of significant business mergers and acquisitions;
  • legislation to protect misuse of databases (both electronic and in written form).

C. Private Versus Public Status

Establishing A Plc

A plc can be established either by incorporating a new company as a public limited company or by re-registering a private limited company as a public limited company.

Incorporating a company as a public limited company

The documentation required for registration of a public limited company is similar to that required for a private limited company (see Part A above). However a public company must comply with certain provisions of the Companies Act e.g. as to the minimum amount of share capital, number of members (see below). Further, the name of the company must end with the words "public limited company" or "plc".

Whereas a private company may commence business immediately upon incorporation, a newly incorporated public company may not commence business or exercise any borrowing powers until it has received from the Registrar of Companies an additional certificate confirming that the minimum capital requirements have been complied with (see 2 below). In order to obtain a certificate, it is necessary to make an application (which is in the form of statutory declaration) to the Registrar of Companies.

It is not necessary, however, for a public company to obtain such a certificate if such public company has been established by way of re-registration of a private company (see below) which can commence trading immediately.

Conversion of a private limited company to a public limited company

The company must pass a special resolution to re-register as a plc and to alter its memorandum as necessary. In particular the company name must be altered to end with the words "public limited company" or "plc", and the capital clause may have to be amended (see 2 below). Changes to the Articles of Association are also often necessary and/or desirable.

The company must then submit to the Registrar of Companies:

  • an application to re-register as a public company
  • the new memorandum and articles of association
  • a copy of the most recent balance sheet (as at a date not more than seven months prior to the application), together with an unqualified auditor's report thereon
  • a further auditor's report stating that as at the balance sheet date the company's net assets are not less than its called up share capital and distributable reserves
  • a statutory declaration in the prescribed form by a director or the secretary that the company's net asset position as reflected in the report of the auditors is still maintained and that the requirements of the Companies Act as to re-registration have been complied with.
  • a valuation report (only required where there has been an allotment of shares since the date of the relevant balance sheet otherwise than for cash, subject to some exceptions)

If satisfied, the Registrar of Companies will issue a new certificate of incorporation and a certificate enabling the company to do business as a plc. Re-registration takes effect automatically on the issue of this certificate.

Minimum Capital Requirements

There are no minimum requirements for a private company. For a public company:

  • Issued share capital must be at least Ł50,000 (nominal value)
  • Each share must be paid up as to at least 25% of its nominal value and the amount of any premium

Company Secretary

The directors should ensure that the secretary of a public company either:

  • is professionally qualified as a barrister or solicitor, or a member of a recognised professional body of accountants or secretaries, or
  • has held the office of secretary or deputy secretary of the company on 22 December 1980, or
  • for at least 3 of the 5 years preceding his appointment held the office of a secretary of a company other than a private company, or
  • by reason of having held any position or being a member of any other body.

No such statutory requirements are applicable to the secretary of a private company.


  • A private company need only have one director; a public company must have at least two. A director of a private company will not retire by operation of law at the AGM following his or her 70th birthday.
  • Private companies may make "quasi-loans" to directors, whereas it is a criminal offence for a director to borrow from a public company.

Transaction In Shares

  • A public company may offer shares to the public whereas a private company may not.
  • There are various market regulations which apply to certain dealings in the shares of public companies whereas such regulations will often not apply to private companies.
  • Both public and private companies may issue redeemable shares, and both may purchase their own shares, subject to compliance with procedural formalities. However, only a private company can apply capital in the purchase or redemption of its shares where it has insufficient profits available.

Financial Assistance

Section 151 of the Companies Act restricts the ability of a company to give assistance for the acquisition of shares in it. However there are four important categories of exemption as follows:

  • where the principal purpose of the transaction is not the giving of the financial assistance
  • where the transaction is of a specified type, e.g. the payment of a dividend to a purchaser of shares, or a payment to a purchaser in reduction of capital
  • where the company is a money-lending company acting in the ordinary course of business, or lends money to enable employees to acquire fully-paid shares
  • in the case of private companies only, so long as the company is solvent and meets certain pre-conditions set out in the Companies Act.

In practice, this means that for private companies there is often no real restriction on their giving financial assistance. For public companies, very real barriers to giving financial assistance exist.

Publicity Requirements

  • "Small" and "medium-sized" private companies may be permitted to prepare and/or file less detailed accounts with the Registrar. Similarly, "dormant" private companies may dispense with the services of an auditor. No such provisions apply to public companies.
  • Similarly, public companies cannot take advantage of the less onerous procedural formalities applicable to private companies (e.g. written resolutions, adoption of the elective regime - see Part A above).
  • Private companies are allowed a longer period to file and deliver annual reports and accounts: 10 months after the end of the accounting reference period, as opposed to 7 months for public companies.
  • In addition to the record keeping and publicity requirements relating to private companies (see Part A above), a public company is required to maintain and keep available for inspection by the public a register of interests in shares. Individuals who become "interested" (as defined in the Companies Act) in a certain percentage of shares in a public company are liable to disclose details of such interest within the prescribed time limits.

Distribution Of Profits

A public company is subject to restrictions on the distribution of profits additional to those applicable to all companies: i.e. a public company may only make a distribution if its net assets do not fall below the aggregate of its called-up share capital and its undistributable reserves. Briefly, undistributable reserves are defined in the Companies Act as:

  • share premium account
  • capital redemption reserve
  • the amount by which the company's accumulated unrealised profits exceed its accumulated unrealised losses and
  • any other reserve prohibited from distribution by other legislation or by the company's memorandum or articles.

This effectively means that in the case of public companies, any net unrealised losses must be covered by realised profits.


Whereas a private company need have only one member, a public company must have at least two members. If the number of members of a public company falls below two, then in certain circumstances that member may become jointly and severally liable with the company for its debts.

The law is stated as at January 1999. The above information is designed to provide for guidance purposes only a general introductory summary of the subject matters covered. It does not purport to be exhaustive nor to provide legal advice nor should be used as a substitute for such advice.

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Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.