Introduction
Non-residents can set up a UK company and be the sole owner and directors. There are no nationality or residency requirements, and the process is exactly the same. They simply need to ensure the company has a UK registered office address. This requirement is commonly met through a third-party address service provider. This guide explains UK company formation for non-residents, including information required, and tax and compliance obligations. It covers considerations such as opening a business bank account, choosing a company structure, and using formation services from overseas.
Key Takeaways
- Non-residents can fully own and direct UK companies without living in the UK or holding UK citizenship.
- All UK companies must have a UK-based registered office address.
- Non-residents can fulfil the UK-address requirement by using a registered office address service.
- Non-residents can complete the Companies House identity verification checks by using their biometric passport.
- Online company formation agents can simplify the incorporation process, enabling company setup from abroad in as little as one working day.
Can a non-resident set up a UK company?
Yes. A non-UK resident can set up and run a UK limited company.
- You do not need to be a UK citizen
- You do not need to live in the UK
- You do not need a UK-based director or shareholder
- You do not need a UK registered agent or partner
The key requirement is that your company has a registered office address in the UK. The registered office address is the official legal address of your company. It carries out several roles, including being where government and legal mail for the company will be sent. Non-residents can overcome this issue by using a registered office address service to meet this requirement.
Who do I need to register my company with?
UK companies are formed by registering with Companies House, the official government body responsible for incorporating UK companies and maintaining records.
Companies House should not be confused with HMRC, which is the government’s tax authority, responsible for collecting taxes and enforcing tax laws. Although, as a non-UK resident, you’ll be dealing with both authorities, the initial company registration only takes place with Companies House.
Whilst it is possible to register a company directly with Companies House, the easiest and most efficient way to form a UK company from overseas is to use a formation agent, who can handle the process on your behalf.
What types of companies can you register?
The UK offers several company structures, each suited to different types of businesses. Below are the most common options:
Private company limited by shares
This is the most popular company type when setting up a for-profit business. Over 90% of all corporate bodies registered in the UK are private companies limited by shares. They’re popular because they limit the financial liability of shareholders (the owners), making it a lower-risk way to start a business. They also provide tax planning, structuring, and credibility advantages.
This structure is ideal for one-person startups, small teams, or anyone planning to scale over time.
Public limited company (PLC)
A PLC is a limited company that can offer shares to the public, such as through a stock exchange. It’s typically used by larger businesses seeking outside investment. A PLC requires a minimum share capital of £50,000 and at least two directors. Due to its complexity, it’s rarely used for smaller or early-stage ventures.
Company limited by guarantee
This structure is mostly designed for not-for-profit organisations without share capital, such as charities, clubs, and membership bodies. Instead of shareholders, a company limited by guarantee has guarantors who agree to contribute a set amount if the company is wound up.
Limited liability partnership (LLP)
An LLP is often used by professional services firms (such as lawyers or consultants) that want the flexibility of a traditional partnership, but with limited liability for the partners (called ‘members’).
Other structures do exist, including sole tradership and general partnerships. However, these are rarely used by non-residents.
What’s the right business structure for me?
The best structure depends on your goals, setup, and future plans. Consider the level of risk in your industry, whether you’re working alone or with others, and how important privacy or tax efficiency is to you. If you plan to grow, attract investors, or employ staff, some structures are more suitable than others.
If you're unsure, consider speaking to an accountant – professional advice can help protect your interests and support your long-term success, in particular, if you’re forming a company from abroad.
What’s the step-by-step process to forming a UK company as a non-resident?
UK company formation for non-residents is a straightforward process. It’s normally carried out step-by-step using an online form.
1. Select your preferred company formation method
Many non-residents find it easiest to use an online company formation agent to complete their application. These providers typically offer incorporation packages that include optional services such as registered office addresses, service addresses, and identity verification tools.
You can select your desired package, pay and proceed to checkout, then complete your application entirely online – no paperwork required.
2. Choose your company’s registered (legal) name
Your company name must be unique and not too similar to any existing UK-registered business. It also cannot include sensitive or restricted words without permission. You can check name availability using the Companies House name availability checker or the 1st Formations company name check tool.
3. Provide a UK registered office address
Every UK company must have a UK registered office address. This address will appear on the public record and must be able to receive official mail for the company. You can use a registered office address service to ensure you have a legally compliant address for your company.
4. Provide a registered email address
You must give Companies House a working email address for official digital correspondence. While this email isn’t made public, it must be monitored regularly to receive filing reminders and legal notices.
5. Provide details of your business activities
You’ll need to select between one and four Standard Industrial Classification (SIC) codes that best describe what your business does.
6. Appoint at least one director
You must appoint at least one natural person as a director. Directors are legally responsible for managing the company in line with UK company law. There are no UK residency or citizenship requirements. However, each director will need a service address – a publicly visible address where legal mail and notices addressed to the director will be sent. Although this address can be anywhere in the world, many directors choose to use a UK-based service address to meet privacy and compliance requirements.
7. Assessing your company shares
You’ll need at least one shareholder. You can specify how many shares to issue to each person, and this determines their ownership and control of the business. Remember, there is no need for any of your shareholders to be based in the UK.
8. Specify your people with significant control
You must identify and provide details of anyone who has significant control or influence over the company. This usually includes individuals with more than 25% of shares.
9. Prepare your articles of association
The articles of association are your key constitutional document, outlining how the company is to be run. Formation agents often provide template articles or automatically include model articles during the setup process. Alternatively, you can use the model articles or write your own.
10. Verify the identities of your directors and PSCs
All directors and PSCs must verify their identity, usually through a secure online process. If you’re applying from outside the UK, you can use your biometric passport, regardless of your nationality. Non-resident applicants may be asked to provide additional documentation, such as proof of address, depending on the method of verification used.
11. Submit your application
Your application now just needs to be submitted to Companies House for processing. If successful, Companies House will normally incorporate your new company within just one working day.
Additional considerations for non-residents to be aware of
The benefit of using a company formation agent
Using a reputable company formation agent can help non-resident applicants meet legal requirements and complete setup remotely. These services often include identity verification processes, UK registered address solutions, and other optional add-ons.
Setting up a UK business bank account
Whilst non-residents can open a UK business bank account for their company, there are sometimes additional challenges they may face. Many traditional banks require a UK address and may only accept in-person applications, which makes the process more difficult.
However, a growing number of online banks and fintechs offer remote onboarding options, with some accepting international applicants. It’s a good idea to explore these solutions as early as possible, especially if you need to begin trading soon after incorporation.
Tax compliance
Your UK company must register for Corporation Tax once it begins trading. It must also register for VAT if its turnover exceeds £90,000 in a 12-month period. Tax matters for non-residents can be more complex, so it’s strongly recommended to appoint an accountant early to ensure full UK and international tax compliance.
Ongoing compliance requirements for UK companies
All UK companies, including non-resident-owned, must meet the same ongoing compliance requirements. This includes:
- Submitting their annual accounts and confirmation statement to Companies House
- Keeping accurate information about the company at Companies House
- Submitting Corporation Tax Returns and paying all tax owed to HMRC
- Complying with all other legislation, such as health and safety, having relevant insurance, and the appropriate business licences.
There are fines and other penalties for failing to comply, so non-residents are advised to use UK-based service providers (including company secretary and accounting firms) to help them navigate these requirements.
Case study: Forming a UK company from abroad
Sofia, a marketing consultant based in Spain, wanted to expand her international client base. She decided that forming a UK company would offer credibility and simplicity for her UK-based contracts. She used an online formation agent to set up her company, including a UK registered office and service address to comply with legal requirements.
After verifying her identity with her biometric passport, she completed the application fully online and was incorporated within one business day. She also explored remote business bank account options, enabling her to begin trading without visiting the UK.
Non-resident checklist for a UK company’s first year and beyond
Explore the key areas each company needs to deal with in the first 12 months and beyond.
First year checklist
- Register a UK company – use a UK registered office address service and complete the ID verification using your biometric passport
- Set up a business account (try fintech companies for the best chance of success)
- Register for Corporation Tax with HMRC
- Register with the ICO and pay the data protection fee (or tell them if you’re exempt)
- Register for VAT, if applicable
- Register for PAYE if you employ staff
- Speak to an accountant to ensure your tax affairs are in order
- Find an accounting package and start using it for your bookkeeping as soon as possible
Annual and ongoing compliance checklist
- Submit your confirmation statement at the end of your first year (required every 12 months)
- Submit your annual accounts by the deadline (usually 9 months after the accounting period ends)
- Submit Corporation Tax Returns and pay anything owed
- Submit VAT Returns (usually quarterly) and pay anything owed
- Tell Companies House of any changes to your company (for example, you move house or appoint a new director)
Register your UK company from abroad today
Start your UK company journey today by following the steps in this guide. If you choose to use a formation agent, be sure to select one that supports non-resident applicants and offers comprehensive address and compliance services.
Need help forming your UK company from abroad? Find out how 1st Formations can help.
Nicholas Campion
Nicholas is Director, Company Secretarial at 1st Formations, responsible for completing the company’s statutory filings and ensuring all the company secretarial department is fully trained on company law and company secretarial procedures. Nick is also Company Secretary for the BSQ Group and all subsidiary brands, an accredited industry leader and a Companies Act 2006 specialist.
