Whether you live outside the UK and are considering setting up a business here, or you already run an established business but are thinking of moving overseas, you will need the very best advice before you make your move. Uniwide Formations can offer professional business support to both prospective and seasoned companies. Read on as we guide you through all that you need to know about running a UK limited company from overseas.
Can I run a UK-based Ltd company from overseas?
No laws prevent you from setting up a UK limited company if you are not resident in the UK. You will find, however, that there are some legalities to which you must adhere when setting up a company in either England & Wales, Scotland or Northern Ireland. You must first register your company with Companies House, which is the executive agency that incorporates and dissolves limited companies. It is also responsible for examining and storing company information and for making this available to the public.
You live outside the UK and wish to start a UK-based company
Although starting a company at a distance might feel like an insurmountable task, it is not as onerous as it might sound. We will guide you through the process of setting up your own limited company.
If you are a non-resident of the UK, company registration is the same as it is for those who reside in the UK. There are no restrictions on foreign nationals or non-resident UK nationals setting up a company within the United Kingdom. This applies also to the roles of company director, shareholder or secretary. Wherever you live, however, there are some important matters to consider before you begin the process. If these matters are in place from the outset then the application is more likely to succeed.
Once you have formulated a sound business plan then you can proceed with the formal elements of setting up the business.
Registering the company name
Formations companies, such as Uniwide Formations, offer facilities for checking that you have created a unique name for your company before you try to register it. If you choose a name that is already taken, or that is too similar to the name of an existing company, then you will need to choose again. Once you have confirmed that the name you have chosen for your company is unique, so can therefore be used, then you are most welcome to register your new company via our online customer portal.
Registering a UK office address for an overseas company
Overseas companies will need to complete an OS IN01 form to register a UK office for an overseas company. If this is the company’s first UK establishment then you will be expected to provide also the following:
- a certified copy of the company’s constitution documents.
- the latest set of company accounts.
The address that you register must be in the UK. This address will appear on the public register as the office address for the company. All statutory mail from official bodies, including HMRC (Her Majesty’s Revenue and Customs) and Companies House, will be sent to this address. If you choose to use a formations company then they can offer you a registered office address as part of the business support package and statutory mail will be scanned and forwarded to you by e-mail free of charge.
Registering a director
When you incorporate your company you must register a director. There is no limit to how many directors the company may have but you must register at least one. Anyone who is registered as a director must be at least sixteen years of age.
If you choose to limit your company by shares then there must be at least one shareholder. The shareholder or shareholders can be the director or directors, depending on how many there are. It is up to you to decide the number and value of the original shares in the company.
Providing a director’s service address
Any director, shareholder, secretary or person with significant control (PSC) will need to provide a service address. This is the address that will be held on public record. It can be anywhere in the world. Any statutory mail and legal correspondence will be sent to that director’s service address.
Creating a “memorandum of association”
This is a legal statement which demonstrates that you have all agreed to set up the company and states the objectives for which the company has been formed.
You must register for Corporation Tax with HMRC within three months of registering your company, although this can be done at the same time. Ensure that you leave time for the registration process, since you will need to use the Unique Tax Reference that will be posted to your address in order to complete your registration.
Recording and filing
Any registered company is legally obliged to submit accounts annually to Companies House. You must submit a Confirmation Statement each year, which provides Companies House with an overview of the management and ownership of your business. This will incur a small fee.
Although it is feasible to carry out all of the steps above on your own, inaccuracies in paperwork can slow down the company registration process. At Uniwide we have on hand professionals who can support you through the entire process. Click here or ‘phone us to find out more.
What do I do once my limited company is registered?
Business bank account
It is always advisable that you set up a business bank account, registered in the name of your limited company. This means that your business funds are completely separate from the personal finances of the director or directors.
Although the British government has not made it a legal requirement to hold a UK bank account, it will make trading easier if you do.
Your registered office address will not suffice for the majority of banks, who may require you to prove that you are a UK resident.
To open a bank account in the UK without being a resident, however, is not always easy. With concerns over fraud and the additional administration costs incurred when you are not resident, not all banks will let you open an account if you are not based in the UK.
Personal and business taxes
Any time that you spend in the UK, even briefly, will mean that you must pay personal taxes on money that you make while in the UK. This will be in addition to any personal tax that you must pay in your own country of residence. The rules about PAYE and National Insurance are complicated and you must ensure that you can pay the right taxes and amounts that you owe to HMRC.
We recommend using a business formation company like Uniwide to navigate through the complicated rules and responsibilities around these financial aspects of your company.
Be mindful that, even if you are resident abroad, you may be liable for taxes on any income that you make from the UK. This could entitle you to double taxation relief in your home country, so we advise that you seek advice from a professional to ensure that you adhere to the rules in both countries.
You have an existing company and wish to move out of the UK
If you are considering relocating overseas while running a UK-based company then we strongly recommend that you seek professional advice. This is because the country to which you relocate will have rules about your personal tax status and the earnings that you accrue from your UK-based company. These rules will be different depending on the country to which you move and any actions that you take must be tailored to wherever you consider relocating.
Even if you spend only a limited time in the UK you may still need to pay personal taxes on your earnings while you are here. This would be in addition to personal tax that you would need to pay in your new country of residence.
Rules about PAYE and National Insurance are very complicated. Understanding these rules, or taking advice from a specialist, will enable you to pay the right taxes and amounts on any earnings that you receive in the UK.
If you relocate abroad then you must inform Companies House and make any necessary changes to the services address or addresses of the director or directors. You must also inform HMRC. If you are operating through a limited company but are not a UK tax resident then the IR35 rules will not apply.
Navigating your way through the challenges of registering and running a UK-based limited company from overseas, or relocating abroad and keeping your UK limited company running, will be hard work but we can help. Uniwide Formations offers a range of packages tailored to suit the needs of companies of all shapes and sizes.