Europe · Ltd
How to register a company in United Kingdom
The UK is one of the few genuinely top-tier jurisdictions a non-resident can incorporate in from a laptop, with no local director, no minimum capital and approval often inside 24 hours. You file a single application (the IN01, or its online equivalent) with Companies House, the UK registry, and a private company limited by shares (Ltd) is born. There is no nationality or residency restriction on shareholders or directors, so one foreign person can be the sole owner and sole director of the company. Two things make 2026 different from older guides, and both matter specifically to non-residents. First, from 18 November 2025 every director and person with significant control must complete Companies House identity verification — done remotely via GOV.UK One Login or through an Authorised Corporate Service Provider (ACSP) such as your formation agent. Second, government filing fees roughly doubled on 1 February 2026: online incorporation went from £50 to £100 and the annual confirmation statement from £34 to £50. Neither blocks a remote founder, but both add a step you should plan for.
- Country
- United Kingdom
- Topic
- How to register
- Reviewed
- June 2026
By the Lanzamo Editorial Team · Reviewed June 2026 · How we research
- 1
Choose and check your company name
Pick a unique name ending in 'Limited' or 'Ltd' and check it against the free Companies House name availability checker. Names that are 'too like' an existing one, or that use sensitive/regulated words (Bank, Royal, Group, etc.), are rejected — the £100 fee is not refunded for a bounced name, so confirm availability first.
- 2
Secure a UK registered office and appropriate addresses
Every UK company must have a registered office address that is a real, physical UK location where post can be received — a PO box alone no longer qualifies. Non-residents almost always buy a registered-office/service-address package from a formation agent (typically £30–£120/yr). You must also supply an 'appropriate email address' for Companies House correspondence and a service address for each director.
- 3
Complete director identity verification (post-18 Nov 2025)
Since 18 November 2025, every new director and PSC must verify their identity before or at the point of appointment. You can do this yourself with a passport via the free GOV.UK One Login flow, or let an ACSP-registered formation agent verify you. This is the single biggest change for foreign founders versus pre-2026 incorporations — budget extra time if your One Login document check needs a retry.
- 4
Decide directors, shareholders and PSCs
A private Ltd needs at least one director (who must be a real person aged 16+, any nationality) and at least one shareholder (can be the same person). Identify your People with Significant Control — generally anyone holding more than 25% of shares or voting rights. As a 100% foreign owner you will list yourself as the sole PSC.
- 5
Set the share structure and capital
There is no minimum paid-in capital: the standard setup is a single ordinary share of £1, fully foreign-owned. You allocate shares to subscribers in the application; the £1 is a nominal liability, not cash you must wire. Keep it simple for a first company — one class of ordinary shares.
- 6
Adopt a memorandum and articles of association
The memorandum of association records the subscribers' intent to form the company; the articles are its rulebook. Most non-resident founders adopt Companies House 'model articles' unchanged — they are accepted by default and need no lawyer. Bespoke articles are only worth it for investor or multi-class structures.
- 7
Pick SIC code(s) describing your activity
You must select at least one Standard Industrial Classification (SIC) code that describes what the company does (e.g. 62012 for business and domestic software development). Codes are non-binding and can be changed later on the confirmation statement, so choose the closest fit and move on.
- 8
File the IN01 / online application and pay £100
Submit through Companies House WebFiling, the GOV.UK 'Register a company' service, or a formation agent's portal. The online digital fee is £100 from 1 February 2026 (paper IN01 and same-day services cost more). Once approved you receive a Certificate of Incorporation with your company number, usually within 24 hours and often the same business day.
Realistic timeline: Realistically, a non-resident can go from name check to Certificate of Incorporation in 24–72 hours, with same-day approval common if your identity verification clears cleanly. The slow parts are downstream: the HMRC UTR arrives by post to your UK registered office over 1–3 weeks, and opening an EMI account can take a few days to a couple of weeks of KYC. Plan roughly 2–4 weeks to be fully operational (incorporated, tax-registered and bankable).
Right after you incorporate
Register for Corporation Tax with HMRC
Companies House passes your details to HMRC, which issues a Unique Taxpayer Reference (UTR) by post to the registered office. You must register for Corporation Tax within 3 months of starting to trade, set your accounting reference date, and later file a CT600 return. A non-resident-owned UK-incorporated company is UK tax-resident by default, so this applies even if you live abroad.
Register for VAT — watch the non-resident zero threshold
UK-established businesses register for VAT only above £90,000 turnover, but a Non-Established Taxable Person (NETP) — a company with no fixed UK establishment — has a registration threshold of zero and must register from its first taxable UK supply. If you hold stock in a UK warehouse or sell to UK consumers, register immediately; if you only sell B2B services abroad, you may not need to.
Open a business bank or EMI account
High-street banks rarely onboard a company whose director has never set foot in the UK. The realistic remote route is a fintech/EMI: Wise, Airwallex or Tide all accept UK Companies House registrations and non-UK directors with no branch visit. Open this early — you will need it to receive revenue and pay your accountant.
Set up bookkeeping and Making Tax Digital
Keep digital accounting records from day one. Most non-resident founders engage a UK accountant (~£600–£1,800/yr) to prepare statutory annual accounts for Companies House, the CT600 for HMRC, and the confirmation statement. If VAT-registered, returns are filed quarterly under Making Tax Digital using compatible software.
Confirm PAYE only if you hire or pay yourself a salary
You only need to register as an employer for PAYE if the company pays salaries (including to a director) above the reporting threshold. A non-resident sole owner who takes profit as dividends rather than salary often skips PAYE entirely in year one — confirm with your accountant.
Frequently asked questions
Can a non-resident be the sole director and shareholder of a UK Ltd?
Yes. The UK imposes no nationality or residency requirement on directors or shareholders, so one foreign individual can own 100% of the company and be its only director. You must still complete Companies House identity verification and maintain a UK registered office address.
Do I need to visit the UK to incorporate?
No. Incorporation is fully online and can be completed from abroad via Companies House WebFiling, the GOV.UK service, or a formation agent. Identity verification is done remotely through GOV.UK One Login or an ACSP. The only thing that sometimes requires a UK presence is opening a traditional high-street bank account — which is why most non-residents use a fintech/EMI instead.
What is director identity verification and does it apply to me?
Since 18 November 2025, every new director and person with significant control must prove who they are to Companies House before appointment. As a foreign founder you verify remotely using a passport via GOV.UK One Login, or have your ACSP-registered formation agent do it. Existing directors of older companies have until 18 November 2026 to verify.
Is a UK registered office the same as needing a UK presence or staff?
No. A registered office is just a UK postal address where official mail is received and a few statutory records can be inspected — an agent's address service satisfies it for around £30–£120/yr. You do not need UK staff, an office lease, or a resident director. Beware, though, that running real management from the UK can make the company a UK permanent establishment for other purposes.
Sources
- Companies House — fees are changing from 1 February 2026 (GOV.UK)
- GOV.UK — Register a private or public company (IN01)
- GOV.UK — Corporation Tax rates and reliefs
- GOV.UK — Register for VAT (and non-established businesses)
- HMRC International Manual INTM120170 — company residence: individual directors
- PwC Tax Summaries — UK corporate income tax (19%/25%)
- PwC Tax Summaries — UK withholding taxes (no WHT on dividends)
- Deloitte Taxscape — UK tax rates 2026/27
- ICAEW — significant hikes to Companies House fees in 2026
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