A UK private limited company is quick to form and familiar to customers, marketplaces and payment platforms around the world. You don’t have to live in the UK to be its director or shareholder. Two things have changed recently, though: every director must now prove their identity to Companies House, and the filing rules are moving to software. And one thing surprises most founders abroad: a UK company is a UK taxpayer from day one, wherever you live.
This guide covers forming one from abroad and keeping it in good order, from official sources checked in October 2026.
What you need before you start
- At least one director who is a real person, 16 or over. Directors don’t have to live in the UK.
- At least one shareholder, who can be the director.
- Identity verification for every director, and the personal code Companies House gives each one.
- A UK registered office: an “appropriate address” in the UK where documents can be delivered and acknowledged. A PO Box won’t do. For our clients it is provided by our UK partner.
- A registered email address for Companies House to contact the company. It isn’t made public.
- A SIC code that describes what the company does.
- A lawful purpose statement: since March 2024 the shareholders confirm they are forming the company for a lawful purpose, and each later confirmation statement repeats it.
You don’t need a company secretary, and there is no minimum share capital for a private company.
Sources: GOV.UK: register your company · Directors and secretaries · Shareholders · Companies Act 2006 s.155 · s.270 · Companies House: lawful purpose
Identity verification from abroad
Since 18 November 2025, verifying your identity is a legal requirement for directors and people with significant control. A new company can only be registered once each director has a personal code.
- Online, yourself: through GOV.UK One Login, using a biometric passport from any country. An expired passport won’t work.
- Through an authorised agent: an Authorised Corporate Service Provider registered with Companies House can verify you, from any country. This is the route for directors whose passport the app can’t yet accept.
Existing directors of older companies give their code with the company’s next confirmation statement; people with significant control who aren’t directors do it in their birth month.
Sources: Verify your identity for Companies House · When you need to verify · Ways to prove your identity
Step by step
- Directors verify their identity and collect their personal codes.
- Choose the name, the SIC code and the share structure. Most small companies start with one class of ordinary shares.
- Arrange the UK registered office and the registered email address.
- Register online with Companies House. It costs £100 and is usually done within 24 hours; by post it is £124 and takes 8 to 10 days.
- Corporation Tax. HMRC usually sets the company up at the same time and posts its 10-digit Unique Taxpayer Reference to the registered office. You must tell HMRC within three months once the company becomes active.
- Open the bank account, then think about VAT before the first sale (see below).
Sources: GOV.UK: register your company · Find your UTR · HMRC: trading and non-trading
Tax: the company is UK resident, wherever you are
Unlike a US LLC, a UK limited company is a taxpayer in its own right. A company incorporated in the UK is UK resident for corporation tax, by law, even if it is run from somewhere else.
- Rates: 19% on profits up to £50,000, 25% above £250,000, with marginal relief between. Both limits are shared out if there are associated companies.
- Run from abroad? Your own country may also treat the company as resident if it is managed there. Where a tax treaty applies, its tie-breaker usually decides residence by where the company is effectively managed, and HMRC accepts that the incorporation rule doesn’t override the treaty. This is a question for an adviser in both countries before you start.
- Dividends: the UK doesn’t withhold tax on dividends paid by UK companies to shareholders abroad. Your country may tax them.
- Director’s pay: under most tax treaties, fees paid by a UK company to a director who lives abroad may be taxed in the UK. Check the treaty before you pay yourself.
Sources: CTA 2009 s.14 · HMRC INTM120210 · HMRC INTM154050 · HMRC INTM153180 · Corporation tax rates · business.gov.uk: UK tax
VAT: the £90,000 threshold may not apply to you
UK businesses usually register for VAT once taxable turnover passes £90,000. But that threshold is for businesses established in the UK. HMRC normally treats a UK-incorporated company as established in the UK only if it can make or receive business supplies at its registered address, and says plainly that “a registered, serviced or virtual office alone is not enough.” A company that isn’t established in the UK has no threshold: it must register from its first taxable supply in the UK. If you will sell to UK customers, settle this with an adviser before you invoice.
Sources: VAT thresholds · VAT Notice 700/1, section 9 · HMRC VATREG37050
Every year
| What | When | |
|---|---|---|
| Companies House | Confirmation statement (£50 online) | At least every 12 months, within 14 days after the review period ends |
| Companies House | Annual accounts | First: 21 months after incorporation. Then: 9 months after each year end |
| HMRC | Corporation tax payment | 9 months and 1 day after the end of the accounting period |
| HMRC | Company Tax Return | 12 months after the end of the accounting period, filed online |
Late accounts cost money automatically: £150 if up to a month late, £375 up to three months, £750 up to six months and £1,500 after that, doubled if the accounts are late two years running.
Filing is moving to software. HMRC’s free online accounts and tax return service closed on 31 March 2026; returns now go through commercial software. Companies House will require software for accounts from 1 April 2028.
Small companies under two of three limits (turnover £15 million, assets £7.5 million, 50 employees) can skip the audit.
Sources: Confirmation statement · File your accounts · Late filing penalties · HMRC online service closure · Companies House: accounts from April 2028 · Audit exemption
What is public
Directors’ names, a service address and the month and year of birth are on the public register; home addresses and full dates of birth are not. The same goes for people with significant control, usually anyone holding more than 25% of the shares or votes. If you want a structure that keeps owners off a public register, the UK isn’t it.
Sources: Your information on the public record · People with significant control
An example
Invented for illustration. Kenji lives in Osaka and sells design software to agencies in London and Manchester. He forms a UK company with himself as sole director and shareholder: he verifies his identity with his passport in the GOV.UK One Login app, the registered office comes from a UK provider, and the company is registered the next day. Because the company is managed from Japan and its registered office is only a mailing address, his adviser looks at two things before he invoices: whether Japan also treats the company as resident, and whether it must register for UK VAT from its first sale. He puts the confirmation statement, accounts and tax dates in his diary in the first week.
When a UK company isn’t the right answer
- Your customers aren’t in the UK or Europe: compare the options in best country to incorporate.
- You want the company taxed only where you live: a UK company is UK resident by law; a US LLC works differently, but has its own filings.
- You need owners kept off a public register: the UK publishes directors and significant controllers.
Form your UK company with us
We take every director through identity verification, register the company with Companies House, arrange the UK registered office through our UK partner, and keep the yearly dates in front of you.
UK company formationFrequently asked questions
Can a non-UK resident form a UK limited company?
Yes. Directors and shareholders can live anywhere. The company needs a UK registered office address and a registered email address, and every director must verify their identity with Companies House before it can be registered.
How does a director outside the UK verify their identity?
Online through GOV.UK One Login with a biometric passport from any country, or through an Authorised Corporate Service Provider, which can also verify people abroad. The second route is for directors whose passport the app doesn’t yet accept.
Is a UK company taxed in the UK if I live abroad?
Yes. A company incorporated in the UK is UK resident for corporation tax by law, at 19% to 25%. If it is managed from another country, that country may treat it as resident too, and a tax treaty’s tie-breaker may decide. Ask an adviser in both countries.
Does a UK company owned from abroad need to register for VAT?
Possibly from its first UK sale. The £90,000 threshold applies to businesses established in the UK, and HMRC says a registered or virtual office alone doesn’t make a business established. Check with an adviser before you start trading.
What are the penalties for filing UK company accounts late?
£150 up to a month late, £375 up to three months, £750 up to six months and £1,500 after that, doubled if accounts are late two years running.
General information for internationally mobile founders, not tax, legal or immigration advice for your situation. Rules and fees change; confirm your position with a qualified adviser in each country involved before acting.