International schools – project management and governance

Insight

20.03.2026

In this final instalment of our three-part series on launching international schools, we consider the legal and practical steps involved in planning the project, negotiating and completing the agreement(s) underpinning it; and then managing the relationship with the overseas partner and the international school on an ongoing basis.

If you are interested in reading more, see part one, which covers how to scope the project and part two, which looks at protecting the UK school.

Timing/project management

The amount of time needed to negotiate and complete the deal should not be underestimated, not least acknowledging the number of variables and stakeholders involved. The overall journey from a speculative partnership to there being a signed set of completed agreements varies relatively widely – ranging from months to, in some cases, years.

Key factors to consider are:

When to involve UK lawyers?

We tend to advise that UK lawyers are involved at the point at which the heads of terms for the deal are being discussed and/or before the Memorandum of Understanding (or equivalent) will be signed.

A legal review can help ensure that any legally binding provisions of the Memorandum of Understanding (eg confidentiality or terms of exclusivity while the substantive and long-form agreements are negotiated) and/or the overall commercial structure which is proposed do not pose obvious legal risks or issues for the school. For obvious reasons, it can sometimes be difficult from a negotiating standpoint to subsequently try to shift away from points discussed and agreed under the Memorandum of Understanding if legal advice is taken at a later stage.

When to involve local lawyers?

In part one of this series, we mentioned the importance of thorough and targeted due diligence on the potential partner and the local legal and regulatory landscape. Needless to say, it is crucial to ensure that the proposed collaboration:

is lawful in the relevant territory, bearing in mind local rules, regulations and restrictions; and
does not expose the UK school and/or any staff deployed in-country to unexpected risk or liabilities (eg in terms of tax or getting money out of the territory etc).

We therefore recommend that the UK school obtains local advice and that local lawyers likewise review the agreements. Even if those contracts will be governed by English law (which we recommend), local advisors will be able to confirm how the local legal and regulatory landscape works. When to involve local counsel will vary depending on the nature of the deal. However, as a general rule of thumb, we tend to advise that local lawyers review early drafts because their advice:

can sometimes inform the drafting (eg to try to mitigate any identified risks); and
will in any event enable the UK school to proceed with the benefit of a knowledge and awareness of how things will work 'on the ground'.

When to involve the governors?

The UK School's governing document and/or its internal policies and procedures will likely inform when the governors need to be told about the possible venture and when and how regularly the governors need to be updated about the status of negotiations as any deal progresses. In our experience, it is almost invariably helpful for the senior management team to have an 'in-principle' decision to set up overseas from the Governors – possibly with a specific partner and/or territory in mind. With that broad commitment secure, then specific opportunities can be explored.

Needless to say, there are also advantages to being in the market with a clear mandate, and the decision-making process with that mandate already in place will likely be easier than the alternative. If a specific partner and opportunity is identified then, again, the senior management team should allow sufficient time for the Governors to consider:

the proposal, the partner and the heads of terms for the deal;
updates on the status of the deal and key terms of the agreements underpinning it, as negotiations progress; and
the final terms of the agreements, prior to signing.

Resourcing and project management

In some cases, the governing body might establish a sub-committee which is responsible for overseeing these projects. More generally, it is important to ensure that the UK school has properly resourced the project in terms of both the negotiation phase and any delivery phase. This will involve being realistic about staffing time, and budgeting for both hard costs and opportunity costs.

Structuring an international school partnership

There are two bigger picture structuring questions which need to be answered in any project, and which will inform the approach which is taken to the drafting of the agreements:

how the relationship with the partner will be structured (external structuring); and
how the school will organise itself to perform its obligations under the collaboration agreement (internal structuring).

External structuring

We are seeing a shifting model of collaboration being suggested by local governments in various regions, with an increasing emphasis being placed on the UK school being more directly involved in the collaboration. Traditionally, the model has been for a wholly owned trading subsidiary of the UK school to transact with a local partner which will own and operate the international school with the benefit of consultancy advice and a brand licence from the trading subsidiary.

However, various overseas regulators have been requesting that the UK school has a more direct involvement – and stake – in the success (or not…) of the collaboration. For example, by suggesting that the UK school enters into a joint venture agreement or collaboration agreement directly (and not via its trading subsidiary) and/or that the UK school owns and operates the school itself. Depending on the structure proposed, these models can potentially create difficulties – particularly if there is a misalignment between local law requirements and what the UK school (particularly if it is a registered charity) is permitted to do under English law.

Careful thought should therefore be given to, and ideally legal advice taken on, this question at the outset, to ensure that:

the school and the overseas partner are aligned in how the relationship, and the management of the international school, will work in practice;
the proposed model complies with local law requirements; and
most importantly, that the proposed model is one with which the UK School can comply under English law.

Internal structuring

A UK charitable school must ensure its internal structuring, especially if the primary purpose of the exercise is to generate additional income, is done correctly and for the right reasons. This typically will involve the establishment of a trading subsidiary to enter into the contracts with the overseas partner. That trading subsidiary will need, in a tax-efficient way, to be able to use the school's brand, materials and staff resource to service the collaboration agreement with any overseas partner (which is typically orchestrated under the terms of an operating and licence agreement between the school and the trading subsidiary). That trading subsidiary will also need to have a sufficiently independent board to manage the inevitable risk of conflict.

Whilst this is all perfectly achievable and legitimate, it can take time and expert tax, corporate and charity law advice to do correctly. We recommend this advice is sought early on, to ensure the UK school's house is in order before venturing overseas and to avoid delays at the point a potential partner or collaboration is identified.

Governance of international school partnerships

It goes without saying that managing an international school deal does not end at the point at which the parties sign on the dotted line. Far from it. This is when the 'real' work begins, as the UK school manages the relationship and the collaboration in practical terms. As you will expect, we tend to advise that the management of the relationship with the overseas partner and the governance of the international school is considered in advance and ideally documented as particularly as possible under the terms of the collaboration agreement.

What the governance arrangement for the international school looks like will depend on the nature of the collaboration. However, typically, it will involve representative(s) of the UK school sitting (in some capacity) on the board governing or advising the international school. This is often a tricky point, not least because:

it requires a delicate balancing act between ensuring the UK school has the oversight it wants and needs over the running of the school but doesn't become 'responsible' for the operation of the international school;
there can be conflicts of interests with the overring contractual relationship between the overseas partner and the UK school; and
local laws and regulations will sometimes dictate the composition and terms of reference for the board of the international school. So, establishing clear terms for the UK school's oversight over the running of the international school will be critical.

In terms of managing the relationship with the overseas partner and maintaining oversight and quality control over the international school more generally, the UK school will need various contractual mechanisms which it can rely on if and as needed including:

a right to undertake regular audits and inspections;
an obligation on the overseas partner to produce various reports on the performance of the international school and on any serious incidents (including as regards safeguarding); and
regularly reviewed key performance indicators. In each case, with clear consequences if standards are in any way 'below par' – including, in extremis, termination rights for the UK school.

We hope you have enjoyed this series and found it useful. As a team, we have a wealth of experience advising on overseas partnerships for leading UK independent schools. Please do get in touch with the authors if you would like to discuss any of the issues raised in our articles or overseas opportunities more generally.

This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.