From choosing the right structure to submitting the correct documents to Companies House, each step of setting up a company in the UK influences how your business will operate and be taxed. This guide breaks down the process into practical actions, so you know exactly what to prepare and what to expect before you register.
Why the UK is attractive for global founders
The UK remains a steady choice for international founders who want to enter a mature and trusted market. You can own your UK company outright, as the system allows 100% foreign ownership without any local shareholder requirements. You can also act as a director while living abroad. The only fixed point is the need for a UK-registered office so you can receive official correspondence from authorities.
This structure appeals to founders who want a clear, predictable framework for launching in a major market. You gain a legal presence recognised across Europe and beyond. You also operate in a jurisdiction with well-defined reporting timelines, transparent tax rules, and a straightforward registration process.
Choosing your UK market entry route
When you enter the UK, you must select the structure that best matches your business goals. Each option offers different levels of control and responsibility.
UK subsidiary (new limited company)
A UK subsidiary is a separate legal entity. Most overseas groups form a private company limited by shares. This route suits founders who want their UK operation to stand on its own. You manage liabilities within the UK company, and you control the ownership structure through shares.
You can register online, and the process is usually completed within about 24 hours. Once set up, the company follows ongoing reporting rules set by Companies House.
UK branch or UK establishment
A UK branch forms part of your existing overseas company rather than becoming a separate legal entity. The branch registers as a UK establishment by filing form OS IN01 with Companies House. This must be done within one month of opening a place of business in the UK.
Your overseas entity remains responsible for debts and obligations. This structure suits companies that want a light footprint and do not need a standalone subsidiary.
Joint venture with a UK partner
A joint venture allows you to team up with a local partner who contributes market knowledge, connections, or resources. You share decision-making and risk. Some founders use this route when entering a specialised industry where a UK partner brings insights that speed up market access. This model can work well if both parties want clearly defined roles and a shared growth plan.
Key legal basics for foreign company founders
Before you register a company in the UK, you need a clear understanding of your legal obligations.
Directors
Your company needs at least one director. Directors must be 16 or older and not disqualified from acting in this position. They do not need to live in the UK, but the company must have a UK-registered office.
A company secretary is optional for private companies. Many overseas founders keep the structure simple by appointing only directors.
Shareholders and ownership structure
You need at least one shareholder. This person can also serve as a director. You decide how many shares to issue and at what nominal value. Voting rights often follow shareholding, which means your share structure should reflect how you want control and decisions to work.
People with significant control (PSC)
A PSC usually holds more than 25% of shares or voting rights, or has the authority to appoint or remove most of the board. You must record PSC information and report it to Companies House. If any details change, you need to update the register promptly.
Registered office address and registered email
Your registered office must be a physical address in the UK. It must be located in the jurisdiction where you incorporate: England and Wales, Scotland, or Northern Ireland. A PO Box on its own is not acceptable.
You also need a registered email address. Companies House uses this for official notices. It will not appear on the public register, but you must monitor it.
New identity verification rules: what overseas founders must do
Identity verification has become a legal requirement. From 18 November 2025, it is mandatory for everyone who falls under these rules.
Who must verify
You must verify if you are:
- A director or equivalent
- A person with significant control
- A director of an overseas company registered in the UK
- An Authorised Corporate Service Provider (ACSP)
- A person who files for a company
How you can verify from overseas
You can verify online using GOV.UK One Login. Passports or other government-issued documents are typically required.
If full verification is not possible online, you may be directed to complete the process in person at a UK Post Office after submitting your details online.
You can also use an Authorised Corporate Service Provider (ACSP), such as an accountant or solicitor, to verify on your behalf.
Your Companies House personal code
Once verified, you receive an 11-character personal code. You provide this code when you act as a director, file a confirmation statement, or give PSC verification details.
Consequences of not verifying
If you miss your deadline, you may face penalties. Companies House may also block filings and place a public note against your name.
How to incorporate a private limited company in the UK: step-by-step
1. Decide if a UK limited company is right for you
A limited company has its own legal identity. It can enter contracts, hire staff, and operate independently from its shareholders. Your liability is limited to the value of your shares. This differs from sole traders or partnerships where personal liability is broader.
Most overseas founders select a company limited by shares. This allows you to distribute profits to shareholders and maintain clear ownership.
2. Choose a company name
Your company name must be unique. It cannot be identical or too similar to an existing name. You can check this on the Companies House register.
Names usually end with “Limited” or “Ltd”. If you register in Wales, you can use the Welsh equivalents.
Some words are considered sensitive and require permission. Offensive names are not permitted.
3. Decide on directors, secretary, and shareholders
You need at least one director and one shareholder. Share classes, nominal values, and rights form your statement of capital.
4. Identify People with Significant Control
You must identify anyone who meets the PSC criteria. Their details must be included when you register. If PSC information changes later, you must update it within 14 days.
5. Choose your registered office and email
Provide a physical address in your chosen jurisdiction along with a registered email. These contact points form the foundation of your official communication.
6. Prepare constitutional documents
You need:
- A memorandum of association
- Articles of association
- A statement of capital
You can use model articles or adapt them based on your structure.
7. Gather the information you need
You should prepare:
- Company name and registered office
- Director details
- Shareholder details and shareholdings
- PSC information
- SIC code for your main business activity
- Constitutional documents
- Identity verification documents for relevant individuals
8. Register the company with Companies House
You can register online using the online registration service. This digital route also lets you register for Corporation Tax at the same time.
You can register by post using form IN01, or through a formation agent or software provider.
9. Current incorporation costs
Digital incorporation costs £50. Same-day digital incorporation via software costs £78. Postal incorporation costs £71.
From 1 February 2026, digital incorporation will cost £100, same-day digital will cost £156, and paper applications will cost £124.
10. Receive your Certificate of Incorporation
After approval, you receive a Certificate of Incorporation. This shows your company number, date of formation, and jurisdiction.
How to register a UK branch or UK establishment
You must register a UK establishment if your overseas company opens a place of business in the UK.
When you must register
If you create a fixed base or branch, you must file form OS IN01 within one month.
What you must file
You need to submit a certified copy of your constitutional documents and provide information about your overseas company. Depending on your home jurisdiction, you may also need to file accounts.
Fees and ongoing obligations
Registration currently follows paper transaction fees. From 1 February 2026, registering a UK establishment will cost £124.
You must file annual accounts and notify Companies House of changes to directors or company details.
Post-incorporation: tax, reporting and compliance
Corporation Tax
You must pay Corporation Tax on your profits. Tell HM Revenue & Customs (HMRC) your company is active within three months of starting business activity. If you register for Corporation Tax as part of your company formation, this may happen automatically.
First accounts and Company Tax Return
Your first accounts are usually due 21 months after incorporation. Your first Company Tax Return is due 12 months after your first accounting period ends.
VAT and PAYE
Register for VAT if your taxable turnover exceeds the VAT threshold or if you want to recover input VAT. Register for PAYE if you employ staff in the UK.
Annual confirmation statement and fees
You must file a confirmation statement each year to confirm your company information. From 1 February 2026, the fee will be £50 for digital filings and £110 for paper.
Ongoing identity verification
Directors and PSCs must maintain current details and use their personal code when filing.
Special issues for overseas investors
Opening a UK business account
Banks will run KYC checks. Timelines can vary depending on your documentation and risk profile. Some global groups manage accounts through international banking partners, while others open accounts once the UK entity and verification steps are complete.
Visas and immigration
Owning a UK company does not grant the right to live or work in the UK. If your team needs to be in the UK, follow the relevant visa routes.
Overseas entities buying UK property
If your overseas entity buys or holds UK land, you may need to register on the Register of Overseas Entities. This has its own digital filing process and fee structure.
Using Authorised Corporate Service Providers
ACSPs help with identity verification and company administration. They must also meet verification requirements and pay their own registration fees.
Conclusion
Once your company is officially registered, the real work begins. A useful next step is finding partners that make your day-to-day operations easier. That includes choosing a payment service provider that can reliably handle your transactions, offer the payment methods your customers expect, and stay aligned with your long-term plans in the UK or wherever you decide to grow.
