Non-resident company formation in the UK

Non residents UK company formation

To form a company in the UK is an easy and reasonably priced procedure, even if an individual is a non-UK resident. The legal requirements and application process is precisely similar for everyone, irrespective of where an individual lives. A non-UK resident will have to register the business or company with Companies House in England and Wales, Northern Ireland or Scotland. Additionally, a minimum of one shareholder and director is required. The same person can hold both these posts, but an individual can even set-up a business with multiple directors and shareholders.

For smooth operations, a registered office address is imperative and this will act as the businesses’ official company address. The registered office address must be in the similar UK jurisdiction where the new business is incorporated. In the UK, there are three diverse ways to incorporate a limited company:

• Register online through a company formation agent
• Register by post using Companies House paper application
• Register online through a company formation third party software

The fastest and stress-free way to Company Formation in the UK for Non-Residents is through a formation agent. While working through a formation agent, claims are sanctioned within 3-6 working hours through a swift online process. A non-UK resident doesn’t have to travel to the UK, nor does have to interact with anyone over the telephone – no need to post documents or sign any paper in person. A non-UK resident can upload the documents and send them electronically. He/she can also make an exclusive online signature to authorise the registration

Important information about UK companies

• They need to be registered under and administered by the Companies Act 2006
• Companies must have a company name which is not ‘similar’ or ‘same as’ the name of an existing company
• Limited Companies for non UK residents must abide by strict filing and reporting requirements
• When forming a company one company director must be at least 16 years old and should have a company shareholder too
• The official address of a company is the registered office. The official address will be used by Companies House and HM Revenue and Customs (HMRC) to deliver official statutory mail
• Companies must be registered with HMRC for corporation tax
• Directors who are not based in the UK are lawfully required to accomplish the same responsibilities and tasks as UK-based directors
• Details of a Limited company are available on public record, including details about all people with significant control (PSC) along with directors, shareholders, and secretaries
• Each director, secretary, and PSC will be required to produce a service address for Companies House. This address will be used to delivery statutory mail

Basic legal requirements to form a Limited company in the UK?

• A registered office address which must be a UK address and cannot be a P.O Box Address
• You must be able to receive mail at your registered office address
• At least 1 director and 1 shareholder (who can be the same person but in both instances must be over 16 years old)

The great news is, our UK Company Formation for Non Residents Package includes the use of our Registered office address. We will also ensure you receive all your mail via scan and email services. Should you require hard copies of your mail, these can be forwarded to you for a small fee.

Do you need to complete your UK company formation online?

1. A UK registered office address

This address will be your legal company address and will be on public record. It must be a UK address and you must be able to post it by HMRC and Companies House on this address.

Our Non-Residents Package with UK business banking includes the use of our Kings Cross, WC1X address.

1. Director Details

• Full name
• Date of Birth
• Nationality
• Occupation
• Country of Residence (this can be any country)
• Residential Address

2. Shareholder Details

• Full name
• Residential Address
• Share Currency
• Number of Shares
• Value Per Share

How to Register a UK Company as a Non-Resident

• Company documents: Articles of Association; Memorandum of Association; First Minutes; IN01 incorporation Document; Share Certificate
• VAT Registration: Fully VAT Registered Company; All processed VAT returns; Official Certificate provided by the UK Inland Revenue; GB VAT Registration Number
• UK Bank Account: UK high street business bank account; internet banking; international transfers; accepts merchant payments – e.g. from PayPal etc.; debit card issued; cheque book
• Registered Office in the UK including a UK address manned by people for 1 year; signed registered office agreement; all official mail scanned and emailed; option to add general mail forwarding;

Under CIS, a contractor ought to subtract 20% from payments and pass it to HMRC. These deductions are considered as advance payments towards tax and National Insurance (NI) bill. If an individual decides not to register for the scheme, a contractor must deduct 30% from the payments instead.

Want to Register a UK Company as a Non-Resident?

An individual can form a company or register a company in the UK, however, company Directors must be above 16 years of age. In order to register a company in the UK which is limited by shares, the following are required:

• An office registered in the UK along with a UK trading address
• One Director and one shareholder – both can be a same person
• Details about issues share capital – the share capital amount can even be a minimum amount of £1

The above stated are the bare minimum requirements to register a company. A company can have more shareholders and directors, and there is no limit on the number of shares that a company can issue

Other important details directors and shareholders

• A corporate can even be a Shareholder and Director of a company i.e. a different limited company can be selected as a director
• A company or organisation must have a minimum of 1 natural person acting as a company director. Hence, there should be a minimum of 1 individual named as a director
• It is not required that shareholders and directors of a company be UK resident

Bank account for non-UK residents

A company or organisation can get in touch with company registration consultants who have an association with a number of banks in the UK, Ireland and other overseas banks. They might even offer some additional facilities such as electronic banking in the UK along with unique UK bank account numbers, IBAN, sort codes, and Swift codes. All applications can be filed online and in certain scenarios’ is even free.

It will be the responsibility of the consultant to get the documents processed and also assurance is applicable for all applicants till the time the identification documents and business plans are correct, up-to-date, and genuine

As a non-UK resident, an individual might not face any obstacle while opening a bank account, however, the same cannot be stated about establishing a bank account for an organisation or company. Other available options may include:

Performing business activities without a bank account

There are no legal compulsions to open a bank account in order to operate a UK company. Hence, if an individual decides to perform business activities using their PayPal account or something comparable, he/she may elude the requirement to operate a bank account

Contacting a UK High Street Bank for a bank account

High street banks in the UK can offer non-UK residents an account if he/she meets the numerous requirements of the bank. In specific, when the bank agrees to opening an account, a non-UK resident may be asked to put-forward his/her papers to the bank branch in the UK to finalise the application. In some cases the consultants appointed by non-UK residents can even help to open an account with their own specific banks in the UK

Contacting an international branch which is local to the non-resident

In case an individual’s bank does not have operations in the UK, there is an options to get in touch with other banks which operate in the same area. A non-UK resident can approach them to seek assistance. For example; businesses or organisations in China, Hong Kong, and Singapore can contact HSBC bank to open a bank account for business operations in the UK

Registration for Value Added Tax (VAT) for a company managed by non-UK residents

As a non-UK resident, an owner might find it difficult to register a company in the UK for VAT purposes, if he/she doesn’t have appropriate trading rights in the UK. It must be noted that HM Revenue and Customs (HMRC) does not contemplate a business mail address or Registered Office as a business establishment. Nevertheless for UK registration, a company will be categorised as non-established taxable person

Details of documents

A company or organisation will be required to provide detailed documents while filing an application to register your company – individuals will have to provide identification documents in order to set-up the service. Document details include: proof of name; this can be a passport or drivers licence etc. and proof of address which can encompass a utility bill etc. In certain situations, an individual might be asked to get the documents notarised

Certificate of Term of office

Some non-resident of the UK might want to get a Certificate of Incumbency. However, the UK Government organisations are not formally familiar with the issue of a document by this name. However, if an individual needs it then it’s possible to produce such a document and get it notarised, but the certificate, in this case, will not be issued by a government agency. An alternative to Certificate of Incumbency is a Certificate of Good Standing

Certificate of Good Standing

Companies House issues a Certificate of Good Standing and authorises that an organisations or company’s statutory filings are complete and up-to-date, and no additional action will be taken to strike off the company. This Certificate also authorises the date of Incorporation of the company, the company number, and the name of the company. Additionally, the Certificate can also include; the share capital of the company, the Registered Office address, details of directors, and details of the subscribers to the memorandum

The Memorandum and Articles of Association

Most of the companies or businesses formed in the UK refer to the Memorandum and Articles of Association covered under the Companies Acts 2006. Both, the Memorandum and Articles of Association, are the constitution of a business and a substantial feature of the Memorandum and Articles is the exclusion of an objects clause. The exclusion of an object clause, in certain scenarios, can create problems in non-UK resident businesses. Businesses who aim at opening a branch office will have to produce a copy of the company’s constitution to seek consent

Verifying articles of association

In order to set up a private limited company online, it involves informing the Companies House that the registered company will follow the model Articles of Association. It must be noted that Companies House may not have a document they can verify, hence, businesses can produce an official certification of their Articles of Association which can be updated and processed along with the electronic application to register a company. Post registration, Companies House can be requested to verify the supplied document

UK jurisdiction

Companies House divides the UK into 3 jurisdictions, namely, the joint jurisdiction of England and Wales, Northern Ireland and Scotland. The location of the Office of Registration governs the jurisdiction of the company. Even though businesses can have numerous offices of business in all jurisdictions, registered office must be in the registered jurisdiction

Documents for proof of identity

While registering a company, it is imperative to supply identification documents in order to set-up a business (be it a start-up or an existing company from another country). The following documents will need to be produced – proof of name which includes driver licence or passport etc. and document giving the proof of address such as a utility bill etc. In certain situations, a business or company may be asked to get the documents notarised

For more advice on Non resident UK company formation contact our specialist dns accountants today by booking a consultation.

About the author

Sumit Agarwal
Sumit Agarwal (ACMA ACA India), the Managing partner of dns accountants is a highly respected accountant with expertise in helping owner-managed businesses.