How to Set Up a UK Limited Company as an Expat or New Arrival

The UK's Companies Act 2006 imposes no residency or nationality requirement on company directors or shareholders. Whether you are mid-relocation, still abroad, or have just arrived on a work visa, the registration process at Companies House is identical to that of a UK-born resident. What does differ — and what this guide focuses on — are the practical details that catch expats out: finding a compliant UK address, completing identity verification from overseas, understanding what your visa permits, and knowing what filings are due and when.

No residency requirement — what the law actually says

Many people assume that forming a UK company requires UK residency, a National Insurance number, or a UK bank account. None of these are legal requirements for company registration. The only requirements imposed by Companies Act 2006 are that the company has at least one director who is a natural person aged 16 or over, at least one shareholder, and a registered office address in the UK jurisdiction of incorporation.

Companies House confirms this directly in its own guidance: directors do not have to live in the UK. You can be the sole director and sole shareholder of a UK limited company and manage it entirely from your home country, or from any country in the world. The company is a separate legal entity from you as an individual — its registration is a matter of corporate law, not immigration law.

Choosing the right company type

For most expats starting a business, consultancy, or contractor operation in the UK, a private company limited by shares (Ltd) is the appropriate structure. It provides limited liability, a clear ownership structure through share allocation, and is designed for standard commercial activity. Other structures exist but serve narrower purposes.

A private company limited by guarantee is typically used for non-profits, charities, and membership organisations where there are no shares or shareholders. A public limited company (PLC) can offer shares to the public and has higher capital and compliance requirements — not suitable for most new business registrations. An unlimited company offers no liability protection and is rarely used outside specific legal or financial contexts.

Unless you have a specific reason to choose otherwise, an Ltd is almost always the right starting point. It can be converted to a PLC later if your business grows and you want to raise public capital.

Choosing a company name

Your company name must be unique on the Companies House index of company names. You can check availability using the free name search on the Companies House website before you apply. A name that is the same as, or too similar to, an existing registered name will be rejected.

Beyond uniqueness, there are several restrictions to be aware of:

• Sensitive words — terms such as "Royal," "British," "Institute," "Bank," "Charity," and dozens of others require prior approval or evidence of authorisation before they can appear in a company name.
• Government connection — names implying a connection to the UK government, a foreign government, or an international organisation require a statement of non-objection from the relevant body.
• Protected titles — professional titles such as "Architect," "Solicitor," or "Dentist" cannot be used without satisfying the relevant regulatory requirements.
• Offensive names — names that are offensive or that would constitute an offence are rejected outright.
• Company type — most private limited companies must end in "Limited" or "Ltd." Welsh companies may use "Cyfyngedig" or "Cyf."

You cannot reserve a company name in advance. If your preferred name is important, have two or three acceptable alternatives ready before you apply.

Registered office address — the most common challenge for expats

Every UK limited company must have a registered office address in the UK — specifically in the same jurisdiction as its incorporation. A company incorporated in England and Wales must have its registered office in England or Wales. A Scottish company must have a Scottish address. A Northern Irish company must have a Northern Ireland address.

The registered office is the address Companies House and HMRC use for all official correspondence. It appears on the public register and is visible to anyone. It must be a physical, "appropriate" address — meaning documents can be delivered by hand or post and will be received by someone acting for the company. PO Boxes are not acceptable.

If you do not have a UK address

This is where most expat company registrations get stuck. If you have not yet moved to the UK, or if you are running a UK company while based abroad, you will need to use a registered office address service. These are offered by formation agents, accountants, and virtual office providers across the UK. The address they provide satisfies the legal requirement, and they forward your official mail to you — either physically or electronically.

The registered office address is distinct from a director's service address. A service address is your personal contact address as a director — where you receive statutory correspondence addressed to you individually. This can be anywhere in the world, including your personal overseas address. However, bear in mind that service addresses are also publicly visible on the register, so many directors choose to use a UK service address to protect their privacy.

Directors, shareholders, and People with Significant Control

A UK limited company requires a minimum of one director and one shareholder. These can be the same person — you can be the sole director and sole shareholder of your own company without anyone else involved. There is no upper limit on the number of directors or shareholders.

Directors are responsible for the day-to-day management of the company and for ensuring that statutory filings are made on time. Under the Companies Act 2006, directors have seven general duties, including acting within powers, promoting the success of the company, exercising reasonable skill and care, avoiding conflicts of interest, and declaring any interest in a proposed transaction. These duties apply to every director regardless of nationality or where they live.

People with Significant Control (PSC)

The UK's PSC register requires companies to identify and register any individual who has significant control over the company. An individual qualifies as a PSC if they hold more than 25% of shares or voting rights, have the right to appoint or remove a majority of the board, or exercise significant influence or control. PSC information is held on the public register. If you are the sole director and shareholder, you will almost certainly be the company's only PSC.

Identity verification — mandatory from November 2025

From 18 November 2025, as part of the Economic Crime and Corporate Transparency Act 2023, all company directors and PSCs must verify their identity with Companies House. This is one of the most significant changes to UK company law in recent years, and it directly affects anyone setting up or running a UK company.

For new directors, identity verification must be completed before the appointment is registered. For directors who were already registered before 18 November 2025, the deadline to verify is 18 November 2026. Missing this deadline is a criminal offence and will prevent the company from filing its annual confirmation statement, which can lead to strike-off.

How to verify your identity

There are two routes:

1. GOV.UK One Login — The online self-service route. You use the GOV.UK One Login app on a smartphone to scan the chip in a biometric passport and complete a "liveness" check (a short facial recognition process). This is the fastest option if you hold a biometric passport and are comfortable with the app. It can be done from anywhere in the world.
2. Authorised Corporate Service Provider (ACSP) — If you do not hold a biometric passport, or if the app route is not accessible to you, you can use a UK-regulated ACSP (typically a formation agent or solicitor). They verify your identity on behalf of Companies House using alternative documents. This route takes longer and usually involves a fee.

Once verified, Companies House assigns you a personal code. This code is what you provide when registering or updating a company — it links your verified identity to your director record. Keep it safe; you will need it for any future company filings involving your personal details.

SIC codes — classifying your business

When you register, you must provide at least one Standard Industrial Classification (SIC) code — a five-digit number that describes your company's business activity. You can provide up to four codes if your business spans multiple sectors. Companies House publishes a complete list of SIC codes; the most common ones for expat-founded businesses include codes for management consultancy, IT services, freelance professional services, and retail.

SIC codes appear on the public register and are used by government agencies to classify and analyse business activity. They have no direct tax implications — HMRC uses its own classification system. That said, choosing an accurate SIC code matters for two reasons: it appears in searches of the Companies House register, and it can affect how your company appears to potential clients, banks, or investors conducting due diligence.

If no single code is a precise fit, choose the closest available option. You can update SIC codes at any time via your next confirmation statement.

How to register — the step-by-step process

1. 1
   Check your company name availability
   Use the free name checker on the Companies House website to confirm your preferred name is available and compliant. Have alternatives ready.
2. 2
   Arrange your registered office address
   If you do not have a UK address, set up a registered office address service before you apply. You will need this address to complete the IN01 application form.
3. 3
   Complete identity verification
   Verify your identity via GOV.UK One Login or an ACSP before submitting your director appointment. You will need your Companies House personal code to complete the registration.
4. 4
   Choose your articles of association
   Most new companies adopt the model articles of association provided by Companies House — a standard set of rules governing how the company operates internally. Unless you have specific requirements (multiple share classes, complex ownership arrangements, investor protections), model articles are sufficient and there is no extra cost.
5. 5
   Select your SIC code(s)
   Identify the SIC code(s) that best describe your company's intended activities. You can find the full list on GOV.UK.
6. 6
   Register online via Companies House WebFiling
   The online registration costs £12 and is typically processed within 24 hours. Same-day registration (if filed before 3pm on a working day) costs £50. Paper applications cost £71 and take significantly longer. You will receive your certificate of incorporation by email once approved.
7. 7
   Register with HMRC
   Companies House registration does not automatically notify HMRC. You must register your company for Corporation Tax within three months of starting to trade. If your turnover exceeds £90,000, you will also need to register for VAT. Depending on whether you employ staff, PAYE registration may be required. These are separate registrations from Companies House.

Your ongoing filing obligations

Registration is the beginning, not the end. Once your company is incorporated, you have two mandatory annual filings with Companies House and separate obligations to HMRC. It is also worth familiarising yourself with right to work checks if you plan to employ anyone — as an employer you will be responsible for verifying the status of every person you hire.

Confirmation statement

The confirmation statement (which replaced the annual return in 2016) is filed once a year. It confirms that the information Companies House holds about your company — registered office, directors, shareholders, PSCs, SIC codes — is accurate as of the review date. You have 14 days from the review period anniversary to file. The fee is £34 online. Missing the deadline is a criminal offence and, unlike the late filing penalty system for accounts, there is no graduated penalty structure — non-compliance can lead directly to the company being struck off the register.

Annual accounts

Private limited companies must file annual accounts with Companies House within nine months of their accounting reference date (the end of their financial year). The level of detail required depends on the size of the company. Micro-entities (turnover under £632,000, balance sheet under £316,000, up to 10 employees) can file a simplified set of accounts. Small companies (under £10.2m turnover, under £5.1m balance sheet, up to 50 employees) can file abridged accounts. Larger companies must file full statutory accounts.

The late filing penalty for private companies ranges from £150 (up to one month late) to £1,500 (more than six months late), and doubles if the company files late in two consecutive years.

HMRC obligations

Separately from Companies House filings, your company must file a Company Tax Return with HMRC each year and pay any Corporation Tax due. The current Corporation Tax rates are 19% on profits up to £50,000 and 25% on profits over £250,000, with Marginal Relief available between those thresholds. The tax filing deadline is 12 months after your accounting reference date; tax payment is due nine months and one day after the same date.

Visa conditions and tax considerations

Registering a company at Companies House is entirely separate from immigration law — the register does not communicate with the Home Office and your visa type is not checked during registration. However, your visa conditions may restrict what you can do within that company once it is registered.

What your visa may and may not permit

On a Student visa, you are generally prohibited from being self-employed or engaging in business activity as a director of a trading company. Registering a dormant company is unlikely to trigger a problem, but actively running a trading business would breach your visa conditions.

On a Skilled Worker visa, your work permission is tied to your sponsoring employer. You cannot ordinarily work for, or receive income from, any other business — including a company you own — without this constituting a breach of your visa conditions. There are limited exceptions; check your specific visa conditions or seek immigration advice if this applies to you.

On a Global Talent visa, a Scale-up visa, an Innovator Founder visa, or under the Youth Mobility Scheme, there are generally fewer restrictions on self-employment or running a business — but always verify the specific conditions attached to your leave.

On Indefinite Leave to Remain or as a British citizen, there are no immigration restrictions on business activity whatsoever.

Tax residence and corporation tax

A UK registered company is generally treated as UK tax resident if it is incorporated in the UK or if its central management and control is exercised in the UK. If you are managing your company from overseas — attending board meetings abroad, taking decisions from a foreign country — there is a risk that HMRC could argue the company is not UK tax resident, or that it is dual-resident, which has significant tax implications. If you are running your UK company entirely from outside the UK, this is worth discussing with a UK accountant before you begin trading.

The Marginal Relief available between the 19% and 25% Corporation Tax thresholds is not available to non-resident companies or to companies with associated entities overseas — another reason to understand your tax position early.

Getting started

Setting up a UK limited company has genuinely never been more accessible for people moving to or operating from outside the UK. The process is online, fast, and costs as little as £12. What has changed in the last two years — and what many formation guides still gloss over — is the identity verification requirement and the tightening of enforcement under the Economic Crime and Corporate Transparency Act. These are not administrative details to sort out later; they are conditions that must be met before your company can file or trade normally.

The practical complexity for expats lies not in the registration itself but in the ecosystem around it: finding a compliant UK address, understanding what your visa actually permits, and building a relationship with a UK accountant who understands both the Companies House and HMRC filing cycles. If you are also considering taking on work through your company, our guide to employment status in the UK explains the distinctions between employed, self-employed, and contractor arrangements that affect how you are taxed and what protections apply to you. None of these are insurmountable — but they are worth planning for before you click submit on the incorporation form.

Companies House publishes comprehensive guidance on all of the above, and the WebFiling portal is straightforward once you have your verified identity and address in place. If you are uncertain about the interaction between your company structure and your visa or tax position, that is a question for a solicitor or an accountant, not Companies House — the registrar can only tell you whether your filings are compliant, not whether your wider arrangements are appropriate.

Disclaimer: This guide provides general information about UK company registration for educational purposes. It does not constitute legal, tax, or immigration advice. Requirements and fees change — always verify current rules at GOV.UK and seek professional advice where your specific circumstances require it.