A person living outside the United Kingdom can generally own and direct a UK private limited company. The company needs a compliant UK registered office, formation details for directors, shareholders and people with significant control, and identity verification for the relevant individuals. Online incorporation currently costs £100 through Companies House and usually also creates the company's Corporation Tax record unless the company is dormant.
Key points
- Companies House identity verification is now part of the formation and ongoing compliance process.
- The registered office must be in the same UK jurisdiction where the company is registered.
- The company normally has separate Companies House and HMRC deadlines.
- Managing a UK company from abroad can create tax questions in the founder's residence country.
Prepare the people and addresses first
Choose the company name, registered office, registered email, directors, shareholders, share structure and people with significant control. A PSC commonly includes a person with more than 25% of shares or voting rights, although the rules include other forms of control.
The registered office is public and must satisfy Companies House requirements. Separately, banks and payment companies may ask where the business is actually managed and for proof of the founder's residential address.
Complete identity verification
Companies House says anyone setting up, running, owning or controlling a UK company needs to verify their identity. Verification can be completed through the official route or through an authorised corporate service provider, depending on the person's documents and situation.
A verified person receives a personal code used to connect the verified identity to company roles. Keep the code secure. New directors and PSCs and existing-company transition rules have their own timing, so check the current Companies House guidance before the filing.
Register the company
The GOV.UK online service currently charges £100 and says a company is usually registered within 24 hours. The application confirms the officers, ownership and PSC information and produces a certificate of incorporation when approved.
Online registration usually sets the company up for Corporation Tax at the same time unless it is dormant. When the company receives its Unique Taxpayer Reference, add Corporation Tax services to the company business tax account as instructed by HMRC.
Build the annual compliance calendar
A private company generally files annual accounts with Companies House nine months after its financial year ends. It also files a confirmation statement to confirm the register information, and an active company handles the relevant Corporation Tax payment and company tax return deadlines.
VAT is separate. The general registration threshold is currently more than £90,000 of taxable turnover, but businesses based outside the UK can face different rules when making UK taxable supplies. Do not apply the threshold without checking whether the company is UK-established for VAT purposes.
Design the share structure and control record
A simple one-founder company may issue ordinary shares, but the number, nominal value, rights and ownership evidence still matter. Decide whether co-founders, an employee option pool or outside investors are likely. Record who pays for the shares and when. Keep the statement of capital, register of members, share certificates and board approvals consistent with the incorporation application.
Identify each person with significant control using the statutory tests rather than only the shareholder list. Control can arise through shares, voting rights, appointment rights or other influence. When ownership changes, update both the internal statutory registers and the required Companies House filings within the applicable time. A cap table spreadsheet alone is not the complete legal record.
Set up the company record after incorporation
Download the certificate of incorporation and filed company details and check every name, address and share entry. Create a secure statutory-records folder, issue share certificates, approve initial banking and contracts, and document any intellectual property assigned to the company. Keep the registered email monitored even though it is not displayed publicly.
When the Unique Taxpayer Reference arrives, secure it and connect the appropriate Corporation Tax services. Record the accounting reference date, confirmation-statement review period and tax dates in a calendar with more than one reminder. If the company will be dormant initially, understand what dormant means for Companies House and HMRC; merely having no profit does not necessarily establish dormancy for every purpose.
Understand the two annual reporting systems
Companies House and HMRC are separate. Annual accounts are filed with Companies House and become part of the public company record subject to the applicable reporting regime. The company tax return and supporting tax computations go to HMRC. The deadlines are not identical, and Corporation Tax payment can be due before the company tax return. Build the calendar from the company's actual accounting period.
The confirmation statement is another Companies House obligation. It confirms that registered information is accurate and is also a point to review identity-verification status and PSC information. Filing accounts does not replace the confirmation statement. Late accounts can produce automatic penalties, while missing filings can also put the company's status at risk.
Evaluate VAT by establishment and supply
The general UK VAT threshold is not the only rule. A business established outside the UK that makes UK taxable supplies can face registration without the ordinary threshold. Whether a company is established in the UK for VAT is a factual question involving business resources and decision-making, not simply the existence of a Companies House number or registered office.
Map what is supplied, who buys it, where goods are located, where services are treated as supplied and whether a marketplace or customer applies VAT or a reverse charge. Review the position before the first UK sale and again when turnover, inventory or customer type changes. Voluntary registration may help some businesses and add cost for others.
Prepare a non-resident banking application
A UK incorporation certificate does not guarantee a UK business account. Providers may assess director residence, owner countries, operating address, UK commercial connection and business activity. Before applying, prepare identity documents, proof of residential and trading addresses, ownership records, website, contracts and a forecast of currencies and counterparties.
Explain why a UK company is appropriate: UK customers, suppliers, staff, investment or market operations are clearer than a generic desire for account access. Use truthful foreign operating details where the business is managed abroad. If a provider requires UK substance the company does not have, choose another lawful route rather than renting an address and describing it as an office.
Keep identity verification attached to every company role
Verification is not complete merely because a person passed an identity check once. The personal code must be connected to the relevant director or PSC role through the required Companies House process. Keep evidence of that connection, monitor transition deadlines for existing roles and update the compliance file when a person takes a new role in another company.
Failure to verify can restrict filings and appointments and expose the company or individual to enforcement. Do not share personal codes casually with unverified agents. If an authorised corporate service provider assists, confirm its status and document exactly which identity and filing steps it will complete.
Quick answers
Frequently asked questions
Does a UK Ltd need a UK-resident director?
GOV.UK does not generally require a private limited company's director to live in the UK, but the company must have a compliant UK registered office.
How much is online Companies House registration in 2026?
The official online registration fee is currently £100. Agent, address, verification and professional-service charges are separate.
Does every UK Ltd have to register for VAT?
No. The general threshold is more than £90,000 of taxable turnover, but non-established businesses making UK taxable supplies can be subject to different rules.
Evidence
Primary sources
- Register your companyGOV.UK ↗
- Identity verification for Companies HouseCompanies House ↗
- Accounts and tax returnsGOV.UK ↗
- VAT thresholdsHM Revenue & Customs ↗
Source facts and provider policies were checked on 21 July 2026. Always confirm the linked page before acting.