How to register a company in the UK as a non-resident

Registering a company in the UK as a non-resident is not as difficult as you might think. In fact, you can do it online, without having to visit the UK at all.

You will need a registered address in the UK, though, and you can sort this out through an agent like us. Once you’ve got a UK address and made a few decisions about how to structure your business, you can register your company and start trading.

Can a non-UK resident set up a company in the UK?

Yes. If you are not a UK resident, you can still set up a company in the UK, so long as you have a UK address for your company.

You can own and direct the company from overseas, without needing to move to the UK. At Quality Company Formations, we can help you set up your address and forward your business correspondence while abroad (more on this below).

Which UK company structures are available to non-residents?

You can structure your company in the same ways a UK resident can. We usually recommend that new businesses start as a private company limited by shares. But you may also want to consider setting up your business as a limited liability partnership.

Here is a brief overview of the options:

Private company limited by shares (Ltd)

Most companies in the UK are private companies limited by shares. You’ll recognise them because they have ‘Limited’ or ‘Ltd’ in their company name.

Ownership here is represented by shares. This structure limits your financial liability, so if the company is struggling financially, you’re not personally liable for the debts (beyond what you’ve agreed to pay).

• Opening a business bank account in the UK as a non-resident
• Can I register a company without a UK bank account?
• How to protect your privacy when setting up a limited company

You can start a company like this by yourself, as it only needs one director and one shareholder, and they can be the same person. That’s why it’s a good option for businesses that want to scale. You set the foundations at the start, and you can easily add new directors and shareholders as you grow.

Limited liability partnership (LLP)

This structure is used for partnerships. So, if you plan to start a business with other individual partners, you might choose this option.

As the name suggests, your liability is limited in this structure as well. That means that you (and the other partners) will not be personally liable for the company’s debts, except for those that you have agreed to cover.

You can’t start a business on your own in this structure, as it requires at least 2 partners (though there are ways around this that are outside the scope of this article). LLPs are often preferred by professional service firms, such as law firms and accounting firms. They’re not quite as flexible for growing businesses.

Other structures

Other structures are available, but they’re probably not suitable for a start-up business that intends to generate profit.

For example, you may see companies that are limited by guarantee. This is generally used for not-for-profit ventures like charities, clubs, and other membership organisations. The company doesn’t have shareholders. Instead, it has guarantors who agree to pay (or a proportion of) the bill if the company is wound up.

You may also come across the term ‘sole trader’. A sole trader is not registered with Companies House and is not a company. Sole traders are individuals who run a business on their own and are personally liable for any debts the business incurs. You would need a National Insurance Number to do this, and that is only available to UK residents.

What do non-residents need to register a UK limited company?

If you want to begin the process of setting up a limited company in the UK, you’ll need the following things:

An official address in the UK

This is your registered address, and you need to include this in your registration at Companies House.

Biometric passport

You’ll need a biometric passport to complete the identity verification checks for directors at Companies House. You can do this remotely, and there is no need to travel to the UK for these checks.

Your personal code from Companies House

You will receive a personal code from Companies House after you verify your identity. Keep this code safe, as you’ll need it (and the personal code of all other directors) to file documents like your confirmation statement.

Step-by-step: How to register a UK limited company from abroad

Located in your office overseas and looking to register your company in the UK? Here’s a comprehensive guide outlining the process:

1. Choose a name

You need to find an original name for your company. It must be unique and not too similar to any other company registered at Companies House.

You can check the availability of your desired name using Quality Company Formations’ name checker on our homepage or Companies House’s own version.

If your proposed name is similar to another company’s name, the tool will tell you it is considered the same as that company. That means that you can’t use that name.

2. Decide on your company’s make-up and structure

Making decisions about the make-up and structure of your company is the most challenging part of the process. It’s often useful to get some external help at this stage. If you use a formation agent like Quality Company Formations, we can ensure you get this stage right.

The decisions you need to make before you register your company are:

Your company type

We usually recommend registering your company as a private company limited by shares (Ltd), but you may think a Limited Liability Partnership (LLP) is more suitable for your business. The rest of this article assumes you have chosen an Ltd, as this is the most common setup used.

Choose your directors

You only need one director to start a private company, so you can begin the company with yourself as the sole director if you want to. If you’re appointing other directors, they will all need to verify their identity with Companies House first. Find out how to appoint a new director.

You may also want to appoint a company secretary at this stage to assist with filing and compliance matters. This can be you to begin with, and then you can appoint another person to perform the role as your business grows.

Decide on the shareholders

You must have at least one shareholder, and your shareholders do not need to be based in the UK. You can be both a shareholder and a director, so you can start the company as a sole shareholder if you want.

Identify people with significant control

You need to identify any person who is a person with significant control (PSC) over your company. For most small companies, this will usually be every shareholder with more than 25% of the company’s shares. However, it’s important to check the guidance on this.

Prepare articles of association and memorandum of association

Companies House provides “model” articles, which are usually suitable for most small businesses just starting out. If you register your company through Quality Company Formations, we’ll provide you with a modified set of the model articles.

These are the rules and regulations you must follow when running the company. As a result, the set templates aren’t always right for every business, and you may want bespoke documents. We can help you decide which route is right for you.

Choose a business SIC code

You need to register your company with a Standard Industrial Classification (SIC) code that identifies your core business activities. There is a long list of these codes at Companies House, and you need to choose the one which best describes your business.

3. Register the company with Companies House

Once you have all your documents in order, you’re ready to register the company. It costs £100 to incorporate a company digitally, and your company will usually be registered within 24 hours (provided the documents are correct).

You’ll receive a certificate of incorporation when the company is registered, and you’ll be able to view it on Companies House.

Do you need a UK address to form a UK company?

Yes. You must have a registered office address in the UK to form a UK company. It is a mandatory requirement.

The registered office address is the official legal address of your company. Any post from the government will go there, and so will any formal documents that need to be legally served on the company. You must display your registered office address on company letterhead, emails, and on your website.

However, you can use a third-party address service provider to achieve this, so that you don’t necessarily need to be present at your registered office.

For example, at Quality Company Formations, we offer a Registered Office Address Service. You get a registered office address in Covent Garden, London, and we scan and email your official government mail to you daily.

What are the tax and legal obligations for non-residents?

As a general rule, the tax obligations for companies owned by non-residents are the same as any other company registered in the UK:

• The tax every UK company has to pay is Corporation Tax, which is 20% on company profits (that’s your total profits minus any allowable deductions or reliefs). You must register for Corporation Tax when your company begins trading.
• You may also need to be registered for Value Added Tax (VAT). This is compulsory if your turnover exceeds £90,000 in a 12-month period. You can voluntarily register for VAT if your company doesn’t meet that threshold.

In terms of compliance, UK companies owned by non-residents must meet ongoing requirements, just as any other UK registered company must. As a bare minimum, they must:

• Submit annual accounts and a confirmation statement to Companies House
• Keep accurate records at Companies House – for example, the appointment and resignation of directors, share allocations, and termination of other appointments
• Submit Corporation Tax Returns and pay tax to HMRC

You may choose to appoint a Company Secretary or an accountant to do this for you because it’s imperative that you get this right. There are fines and other penalties for non-compliance, and you could even be banned from acting as a director.

Can non-residents open a UK business bank account?

Yes. Non-residents can open a UK business bank account, but only some banks will allow this. Traditional banks typically accept only in-person applications, making it more difficult for individuals overseas to open an account.

However, most challenger banks will set up a UK business bank account for you online. You will need a UK address, which can be your company’s registered address. You will also need to pass their identity verification checks, which vary from bank to bank.

Set up your UK business from overseas

It’s easier than you might think to set up your UK business from overseas. You can do it all online, so long as you have a UK registered address for your company.

But navigating the legal requirements and compliance issues alone can be difficult. That’s why lots of people choose a formation agent like Quality Company Formations. We keep you on track and ensure your paperwork is in order, without charging the large fees a firm of solicitors or accountants would.

At Quality Company Formations, we provide a registered office address service in London and expertly handle all the necessary paperwork when you form a company through us. Ready to launch your UK company? Visit our website today and let our experienced team guide you through the process.