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Setting up a UK company as a non-UK resident

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

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If you do not have a physical base (office or branch) there is no requirement for overseas companies to register in the UK but if you do have a physical presence, then you must register your company with Companies House. Partnerships, LLPs, unincorporated bodies and government agencies cannot register as a limited company in the UK.

Overseas companies must register with Companies House (or Companies House in Edinburgh for companies registered in Scotland) 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 a company is registering its first UK establishment, it must additionally provide:

  • a certified copy of the company's constitution documents (including a certified English translation if required)

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

  • if the company is required to prepare, audit and disclose accounts under parent law, then they need to provide a copy of the latest set of accounts that had been disclosed as of the opening date of the UK establishment (including a certified English translation) 

If you’re looking to set up a business in Scotland, you can get help from Scottish Development International (SDI).

For more information, read Registering an overseas company in the UK

It is not necessary to have a UK bank account to trade in the UK. However, having a UK business account 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 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).

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. A fee will be charged, depending on the level of services required and the agreement runs under the law of agency in the UK.

A non-resident company is generally only subject to UK corporation tax if it carries on a trade in the UK through a UK permanent establishment

A non-resident company has a permanent establishment in the UK if it either:

  • has a fixed UK place of business through which its business is wholly or partly carried on, which include:

    • a place of management

    • a branch

    • an office

    • a factory

    • a workshop

    • an installation or structure for the exploration of natural resources

    • a mine, an oil or gas well, a quarry or any other place of extraction of natural resources, or

    • a building site or construction or installation project

Or 

  • has an agent acting for the company, who: 

    • habitually exercises their authority to do business on the company's behalf in the UK, and

    • is not of independent status acting in the ordinary course of its business (ie the agent must act for the company).

The activities of an agent may not give rise to a permanent establishment if the agent is of independent status and is acting in the ordinary course of its business, as opposed to being an agent acting for the non-resident company.

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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