Setting up a UK company as a non UK resident

Sometimes overseas businesses may decide to register as a company in the UK. Amongst other reasons, this may be to take advantage of market opportunities or access business and academic networks. So what are the steps required to set up a UK company as a non-resident?

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What are the steps which must be taken when setting up a UK company as a non-resident?

It should first be noted that there is no requirement for overseas companies to register in the UK if they do not have a physical presence (eg office or branch) - but they can do so as long as they provide a physical UK address. Furthermore, partnerships, LLPs, unincorporated bodies and government agencies cannot register as a limited company in the UK.

Overseas companies must register with Companies House within one month of opening a UK establishment. They can do so by filing Form OS IN01 'Registration of an overseas company opening a UK establishment' with Companies House - along with a £20 registration fee. If it is registering its first UK establishment, it must additionally provide:

  • certified copy of company's constitution documents (including a certified English translation if required)
  • latest set of company accounts (including a certified English translation if required) if it is required to file these in its own country

For further information on registering an overseas company in the UK, see Companies House.

Is a UK bank account required for non-resident company owners?

It is not necessary to have a UK bank account to trade in the UK. However, operating with a UK business or personal bank account will ensure that transactions are processed more smoothly and without exorbitant fees.

Although it is not necessary to live permanently in the UK in order to open a UK bank account, in general UK residency rights and a UK home address will be required (a registered office address isn't usually sufficient). Alternatively, there are various international bank account services available (eg Barclays, TSB, HSBC).

Can a UK company be run by an agent on behalf of a non-resident?

It is possible for non-residents to set up and run a UK company entirely or partly via a UK business agent. This entails a commercial agreement whereby a UK entity acts as an agent for the offshore company, registering their company, providing a UK registered office address, help with banking and even managing certain aspects of the business. A fee will be charged, depending on the level of services required and the agreement runs under the law of agency.

Is tax charged on UK company income paid to non-residents?

In order for a non-resident company director to be able to take advantage of the personal allowance of tax free income, they must be a UK citizen or an EEA citizen (prior to Brexit). Otherwise, full tax is due in respect of any income earned by non-residents - and they may also need to pay further income tax in their resident country (unless it is covered by the double-taxation agreement).

For further information on taxation of UK income for non-residents see GOV.UK.

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