How To Form A UK Company If You Are Not A UK Resident

We are often asked how to register a UK company as a non-resident. The good news is that if you want to form a UK company, you do not need to be a resident of the UK. In fact, you can set up a company in the UK no matter where you live. Whether you want to open a completely new business in the UK or expand your existing overseas business into the UK, you can do so. The other good news is that forming a company in the UK as a non-resident is a quick and easy process, as will be explained later. In this article, we will look at how to register a UK company as a non-resident, including who is classed as a non-resident, who can form a company in the UK, how to form a company in the UK as a non-resident, whether you need a physical address in the UK and other important considerations such as banking.

Why register a UK company as a non-resident?

With the sixth largest economy in the world, it is easy to see why so many international business people want to establish themselves in the UK. Many international business people and entrepreneurs choose to set up a business in the UK because of its ease of doing business, political stability, access to international markets, availability of investment capital, and robust regulatory framework. Other reasons to consider forming a UK company as a non-UK resident include:

• Ease of formation
• Competitive corporate tax rates and incentives for certain business sectors
• The UK is a global business hub
• Robust currency (the pound)
• The option to establish your enterprise in England, Scotland, Wales or Northern Ireland based on your business needs, and
• Ease of access to Europe

Can I register a UK company as a non-resident?

Yes, as a non-UK resident, you can form a company in the UK in the same way as a person who lives here. The process for forming a company is the same regardless of where you live. You can also set up different business types, including as a sole trader, partnership, or limited company. Furthermore, you can establish your company in any part of the UK, such as England, Scotland, Wales, or Northern Ireland, and trade within these countries with ease. 

To form a company in the UK, it must be registered with the official registrar of companies in the UK, Companies House. You will also need to ensure that you have at least one company director and one company shareholder/member. If you plan to form a company on your own, you can act in the role of both director and shareholder. 

Do I need a UK-registered office address to register a UK company as a non-resident?

Yes, you must have a UK-registered office address if you wish to incorporate your company here as a non-UK resident. You don’t need to be physically present in the UK, but you must provide a physical address in the UK to Companies House, where any official correspondence regarding your business can be sent, received, and actioned by you. As such, you cannot use a PO Box number.

One of the most popular options for non-UK residents is a third-party professional registered office address service. Uniwide Formations offers the use of our prestigious registered office address service for this purpose. We will ensure that any correspondence sent to you is scanned and emailed to you. 

In addition to your registered office address, each company director, shareholder and person with significant control (PSC) must inform Companies House of their service (or correspondence) address. This may be located anywhere in the world and is used to receive official government posts addressed to these officers of the company.

The business premises in which the company carries out its day-to-day operations, however, may be anywhere, including outside the UK.

Am I classed as a UK non-resident?

You will be classified as a UK non-resident if you predominantly live in a country outside the UK but have business interests here. It is important to understand your place of residency is not defined by where you hold citizenship. For example, if you are a citizen of Mexico but live in the United States, you may be classed as a resident of the US. What matters is how long you spend within the country each year.

The following sets out whether a person is automatically treated as a resident or non-resident under the UK Finance Act of 2013:

Automatically treated as not resident in the UK	Automatically treated as a resident in the UK
Spend less than 16 days during a tax year in the UK.	Spend at least 183 days or more during a tax year.
Work full-time overseas as long as they do not spend more than 90 days in the UK during a tax year.	Have their only home in the UK.
Spend less than 46 days during a tax year in the UK and have not been resident during the three previous tax years.	Work full-time work in the UK.

The distinction between residents and non-residents is used mainly for tax purposes. Persons who are resident in the United Kingdom are subject to UK income tax on their worldwide income. In contrast, a person who is not a resident of the UK is subject to UK income tax only on income received from sources within the UK. In other words, non-residents pay tax only on their UK income and not on their foreign income.

Can a non-resident act as a company director?

Yes, you can be a director of a UK company as a non-UK resident. According to company law in the UK, even if a company only has a single director, there is nothing to stop that person from being a resident of another country. If you plan to have more than one director, your company’s Board of directors can be made up of UK residents and non-UK residents.

According to the Companies Act 2006, the criteria that you will need to meet in order to be a director of a UK company are the same for everyone; you must:

• Be at least 16 years old
• Not be an undischarged bankrupt, and 
• Not be disqualified from becoming a director.

What are the duties of a UK company director?

Directors who do not reside in the UK must perform the same duties in respect of the company as directors who are based in the UK. These duties include:

• Acting within their powers
• Promoting the company’s success
• Exercising independent judgement
• Avoiding conflicts of interest
• Exercising reasonable care, skill, and diligence
• Following the company’s rules
• Keeping company records
• Complying with accounting and reporting requirements, and
• Paying taxes

It is important to understand that any failure to comply with such requirements may entail penalties being imposed upon company directors, whether they are residents within the UK or outside.

How can I form a UK company as a non-UK resident?

There are 3 main ways to form a UK company as a non-UK resident, as follows:

• Online through a company formation agent (e.g. Uniwide Formations)
• Online through the Companies House web incorporation service. If you are registering as an overseas company in the UK, you will need to fill in form OS IN01 and send it to Companies House within 1 month of opening for business here. 
• By post using a Companies House paper application form.

By far, the easiest and most efficient way to form a company in the UK as a non-UK resident is through a company formation agent based in the UK. Using this method means you will not need to travel to the UK to set up your company here; we will handle the process for you. 

Why use a UK company formation agent?

Your company formation agent makes the process of completing and submitting all necessary information and documentation to Companies House as simple as possible. By using Uniwide Formations to form your company, you can be assured that your applications will normally be processed and approved by Companies House within 3-6 working hours from submission. We will ensure that the information provided to Companies House is accurate and complete, removing the possibility of any delay or refusal. 

Opening a bank account as a non-UK resident

When opening a business bank account for a UK-based company as a non-UK resident, you have three main options:

1. Open a UK business bank account
2. Using cross-border payment options
3. Open a non-UK business bank account

If a UK-based company is entirely owned or controlled by non-UK residents, this can make the process of opening a business bank account here more difficult. This is due to the limited range of banking services available to UK companies that are wholly owned or controlled by non-UK residents. 

A far more popular option in the age of digital banking is cross-border payment services, as explained below.

When you use our company formation services, we can refer you to one of our cross-border international payment service partners, Wise, Payoneer, and Airwallex. These companies provide similar products and services as offered by banks but may be more flexible and accommodating for foreign nationals and/or overseas residents.

The final option is to use a bank based in another country. Non-UK banks will normally ask for a set of company formation documents that have been duly authenticated with an apostille, along with personal identification and other documents regarding all of the company’s directors and shareholders. You may also need to have the documents translated into the language of that bank’s jurisdiction, with the translations certified as accurate by an appropriate person such as a solicitor or notary public. These translations should then be supplied to the bank with the original documents themselves or certified copies. Some banks may also require a personal visit by a company director in order to open an account.

Wrapping up

We hope this guide has helped you to understand how to register a UK company as a non-resident. Creating a UK company is a relatively straightforward process. However, non-residents may encounter challenges in managing the company’s affairs due to unfamiliar tax and reporting systems. This is why it is so important for non-UK residents to stay in regular contact not only with their company formation agent but also with their accountants, solicitors, and other business advisors in the UK to ensure compliance with all legal requirements.

We at Uniwide Formations have developed a tailored Non-Resident Package for individuals residing outside the UK who wish to establish a company.