A UK company, from abroad: the decisions before the paperwork

A UK company can give an international business a distinct legal home for its UK activity. But the certificate is only one part of the decision. Ownership, the location of management, banking eligibility and recurring filings deserve attention before you submit an application.

This guide is written for founders living outside the UK who are considering a private company limited by shares. It also explains where an LLP may be worth discussing. It is general information, not a recommendation for your personal legal or tax position.

1. Decide what the UK entity is for

Start with a short operating brief: what you sell, where customers are, who will sign contracts, where decisions are made and whether you expect to raise investment. A company built for a UK team can have different needs from one used by an overseas consultancy. A registered address alone does not settle where a business is managed or established for every tax purpose.

A private company limited by shares is a separate legal entity. It needs at least one shareholder and one director, and the same person may hold both positions. Directors do not have to live in the UK. Shareholders generally have liability limited to the unpaid amount on their shares, but personal guarantees and directors’ legal duties can create separate exposure.

An LLP is a different model: it requires at least two members and two designated members. Members are generally taxed on their share of profits, rather than receiving company shares. It can suit a genuinely member-led business, but it is not automatically tax-free and should not be selected solely because the members live overseas. UK rules and the tax treatment in each member’s home jurisdiction both matter.

For example, founders planning to issue shares to investors should examine a limited company’s ownership structure before defaulting to a partnership. Two consultants sharing profits may have different considerations. Neither example replaces advice on the actual business.

2. Put the information in order

Prepare the proposed company name, business activities and the relevant Standard Industrial Classification (SIC) codes. A name being available on the Companies House register does not by itself mean you have the right to use it as a trade mark. Sensitive words can also require permission.

• Identify the directors, shareholders, proposed shares and ownership percentages.
• Identify people with significant control (PSCs). More than 25% of shares or voting rights is one test, not the only test.
• Agree the memorandum and articles of association and the statement of capital.
• Arrange an appropriate registered office and a monitored registered email address.
• Confirm who will maintain the company and accounting records after incorporation.

The registered office must be a physical address in the UK jurisdiction where the company is registered. For instance, a company incorporated in Scotland needs an appropriate address in Scotland. A PO Box alone is not acceptable. The registered office is public, so consider privacy before using a home address. The registered email address is not published on the public register.

3. Make identity checks part of the plan

Companies House introduced mandatory identity verification from 18 November 2025. New directors need to meet verification requirements when appointed or when a company is incorporated. PSCs also have obligations. Existing appointments have transitional arrangements, and the date by which a person must act depends on their role and circumstances.

There are two routes to consider: verify directly using GOV.UK One Login, or use an Authorised Corporate Service Provider registered with Companies House. An accountant or solicitor is not automatically an authorised provider; check their registration. StartEase does not claim ACSP status in this guide.

Verification produces a personal code. Treat it as sensitive information, follow the official instructions for using it and do not put it into a general consultation form. Anyone acting as both a director and a PSC should check the requirements for both roles rather than assuming one filing completes everything.

4. Separate the formation quote from the annual commitment

A useful quote makes four things visible: government charges, professional preparation and filing work, third-party services and recurring support. Companies House fees depend on the service and filing method and can change. Check the current official tariff rather than relying on an old article or an advertised headline price.

Ask whether the proposed scope includes address services, mail handling, ownership documentation, accounting, tax registration assistance or future filings. Confirm renewal prices, exclusions, responsibility for government charges and the process for additional work. A low incorporation price is not a reliable estimate of the cost of operating the company for its first year.

StartEase confirms a written scope before engagement. This guide deliberately does not publish an unconfirmed UK package fee or promise that any particular service is included.

5. Treat tax and banking as separate workstreams

After incorporation, review the steps for adding Corporation Tax services and notifying HMRC when the company starts doing business. Keep evidence of the actual trading start date. Management location, overseas operations and transactions with related companies can introduce cross-border issues. An overseas founder should consider obligations in both the UK and their home country.

For a UK-established business, VAT registration is generally required when taxable turnover exceeds £90,000 over the last 12 months, or is expected to exceed that amount in the next 30 days alone. Voluntary registration may be possible below the threshold. The threshold is not a universal safe harbour: non-established businesses making taxable UK supplies can need registration regardless of turnover, subject to the relevant rules and exceptions. Check where supplies are treated as taking place before deciding.

A bank or payment provider makes its own onboarding decision. It may ask about the business model, expected transactions, customers, source of funds and connections to the UK. Incorporation does not guarantee an account, and an account does not determine the company’s tax position. Do not make the start of trading depend on an unconfirmed banking timeline.

6. Plan the first year before you finish setup

Company filings and tax filings have different deadlines. For a typical private limited company:

• First Companies House accounts: usually due 21 months after incorporation.
• Subsequent annual accounts: usually due nine months after the financial year-end.
• Confirmation statement: at least once every 12 months, filed within 14 days after the review period ends.
• Corporation Tax payment: usually nine months and one day after the tax accounting period ends. Large companies may have different payment rules.
• Company Tax Return: due 12 months after the tax accounting period ends, separately from the payment deadline.

First accounts can cover a period longer than 12 months, while a Corporation Tax accounting period cannot. That can mean more than one tax return. Changes to the accounting date, dormant periods, VAT and payroll can add further requirements. Record the actual dates that apply to your company, not just the generic intervals above.

Agree who prepares information, who checks it, who approves submission and where the final records will be kept. Using a service provider does not remove the directors’ responsibility to meet their legal duties.

7. Bring a clear brief to the first conversation

You do not need to have every answer before contacting a provider. A useful starting point is your country of residence, business activity, expected customers, proposed owners and intended start date. Add whether you are creating a new business, setting up a subsidiary or seeking support for an existing UK company.

From there, agree the structure to investigate, the information required and a written service scope. Do not send passports, bank details or Companies House personal codes through an initial enquiry form.

Discuss your UK setup with StartEase, or compare the Ltd and LLP overview.

Official references

Sources reviewed on 11 September 2026. Requirements and fees can change. Check the linked official guidance before making a filing or relying on a threshold.

• GOV.UK: Set up a limited company
• GOV.UK: Directors and company secretaries
• GOV.UK: Company addresses
• GOV.UK: Set up and run an LLP
• Companies House: Verify your identity
• Companies House: When verification is required
• Companies House: Current fees
• HMRC: When to register for VAT
• GOV.UK: Accounts and tax-return deadlines
• Companies House: Confirmation statements

Important: This is general educational information, not legal, accounting, immigration or tax advice. Your circumstances, residence, activities and applicable rules must be reviewed before taking action. StartEase is not affiliated with Companies House or HMRC.