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Registering a private limited company at Companies House is still quick: GOV.UK says an online application is usually registered within 24 hours, while a postal application on form IN01 takes 8 to 10 days. What has changed is everything that happens before you press submit. The Economic Crime and Corporate Transparency Act 2023 added a registered email address, a stricter test for the registered office and a lawful purpose statement from 4 March 2024, and made identity verification of directors and people with significant control (PSCs) compulsory from 18 November 2025. A UK company formation in 2026 therefore starts with the people involved, not with the forms.
None of this requires you to live in Britain: directors and shareholders can be resident anywhere and no document is notarised. If you would rather take over a company that already exists, our page on buying a UK shelf company covers the share transfer.
| Form | What the law requires | Who it suits |
|---|---|---|
| Private company limited by shares (Ltd) | At least one shareholder and one director who is a natural person; no minimum share capital, but a statement of capital and initial shareholdings is filed | Trading companies, holding companies and subsidiaries of foreign groups; the British counterpart of a German GmbH |
| Public limited company (PLC) | Allotted share capital of at least £50,000 or the prescribed euro equivalent, each share paid up to at least a quarter of its nominal value (Companies Act 2006, s.763 and s.586) | Companies that will offer shares to the public or seek a listing |
| Limited liability partnership (LLP) | Two or more persons carrying on a lawful business with a view to profit subscribe to an incorporation document; no share capital | Professional firms wanting partnership ownership with limited liability |
| UK establishment of an overseas company | Form OS IN01 within one month of opening for business; the foreign company remains the legal entity | A foreign company that wants a branch rather than a British subsidiary |
LLP stands for limited liability partnership. For almost every founder, and for most foreign groups setting up in Britain, the Ltd is the right vehicle, and the rest of this page assumes it.
| Requirement | Rule |
|---|---|
| Directors | At least one, of whom at least one is a natural person (s.155); aged 16 or over (s.157); resident in any country |
| Identity verification | Every director needs a Companies House personal code before the company can be registered |
| Shareholders | At least one, an individual or a company, of any nationality and residence |
| People with significant control | A statement of initial significant control forms part of the application |
| Registered office | An appropriate address in the part of the UK chosen at registration: post delivered there must come to the attention of someone acting for the company, and delivery must be capable of acknowledgement (s.86); a PO Box no longer qualifies |
| Registered email address | An address where emails from the registrar reach a person acting for the company (s.88A); it is not published |
| Lawful purpose | The subscribers state that they wish to form the company for lawful purposes (s.9(2)(e)) |
| Name | Ends in Limited or Ltd (Cyfyngedig or Cyf in Wales), is not the same as an existing name and uses no sensitive word without permission |
| Articles and activity | Model articles apply unless you file your own; the principal activity is given as a SIC code |
| Company secretary | Not needed for a private limited company |
Since 18 November 2025 nobody can become a director of a new or an existing UK company without first verifying their identity with Companies House, and acting as a director without doing so is an offence. Each person verifies once, online through GOV.UK One Login or through an Authorised Corporate Service Provider, which is an accountant, solicitor or formation agent registered with Companies House for this purpose. Online verification accepts a biometric passport issued by any country, so founders abroad do not need a British document. The result is a personal code, entered on the incorporation application for each director.
People with significant control verify too: a PSC added to the register after 18 November 2025 supplies the personal code when added or within 14 days. Verification for corporate directors, for officers of corporate PSCs and for people who file documents at Companies House has been announced for a later stage.
A company with foreign shareholders is registered in exactly the same way as one owned from Manchester. What differs is who appears as a PSC. Anyone holding more than 25% of the shares or voting rights, able to appoint or remove most of the board, or otherwise exercising significant influence or control is a PSC, and that record is public. When the shareholder is a foreign company, it is recorded in its own right only if it is subject to its own disclosure requirements, for example a company with voting shares on a UK regulated market or on a market named in regulations (s.790C). Otherwise the individuals who control it are recorded instead, and they verify their identity like any other PSC.
Two points catch overseas founders. The first is tax residence: a company incorporated in the UK is UK resident for corporation tax by statute (Corporation Tax Act 2009, s.14), wherever its directors sit, and only a double taxation agreement can treat it as resident elsewhere (s.18). Running the company from abroad does not, on its own, take it outside UK corporation tax. The second is the bank. Many British high-street business accounts are designed for applicants who live in the UK, and some require at least one UK-resident person on the application. If what you are searching for is UK company formation with a bank account, read our page on bank accounts for UK companies before choosing your directors, because the account is opened after incorporation by a bank applying its own criteria, never by Companies House.
An online application offers Corporation Tax set-up at the same time, unless the company is dormant. However it is done, a company must tell HMRC when its first accounting period begins, no later than three months after that date (Finance Act 2004, s.55).
| Obligation | Rule |
|---|---|
| Corporation tax | 25% main rate and 19% small profits rate, with marginal relief between the profit thresholds of £50,000 and £250,000, which are reduced for short periods and for associated companies |
| VAT | Registration is required once taxable turnover over the last 12 months passes the £90,000 threshold, or is expected to pass it within the next 30 days; voluntary registration is possible below it |
| PAYE | Register as an employer before the first payday, even when the only employee is the sole director |
| Confirmation statement | At least once every 12 months, up to 14 days after the review period ends; it confirms officers, shareholders, PSCs and SIC code, and that future activities are lawful |
| Annual accounts | First accounts 21 months after registration, then 9 months after each financial year end |
| Company Tax Return and payment | Return 12 months after the accounting period ends; tax paid 9 months and 1 day after it |
| Audit | Exempt for financial years from 6 April 2025 if two of three apply: turnover no more than £15 million, assets no more than £7.5 million, 50 employees or fewer |
One reform of 18 November 2025 lightens the company’s own books. Companies no longer keep registers of directors, directors’ residential addresses, secretaries and PSCs: that information is held at Companies House and must be kept current there, with director and PSC changes reported within 14 days. The register of members is still kept by the company. Software-only filing of accounts has been announced for 1 April 2028.
Because Companies House usually registers an online application within a day, buying a ready-made company is rarely about speed in Britain. It makes sense when a counterparty, a platform or a tender asks for a company incorporated before a certain date, or when you want a particular name that an existing dormant company already holds. It does not bring trading history: a shelf company has filed dormant accounts, and the register shows when its officers changed. If neither date nor name matters to you, a new Ltd loses you nothing in credibility. The comparison is set out in our guide to off the shelf companies, and the British purchase itself on the ready-made companies in the UK page.
We can form a new UK company or supply a ready-made one, prepare the incorporation or transfer documents and the Companies House filings, help you prepare the bank application and, where we have a working contact at a suitable bank, make an introduction, with the bank alone deciding whether to open the account. Background on the country is on our United Kingdom page.
Yes. Neither directors nor shareholders have to live in the UK or hold British nationality. The company needs at least one director who is a natural person aged 16 or over, a registered office at an appropriate UK address and a registered email address. Each director must first verify their identity with Companies House, which can be done online with a biometric passport from any country or through an authorised agent. For non-residents the bank account is the harder part, not the registration.
GOV.UK says an online application is usually registered within 24 hours and a postal IN01 application takes 8 to 10 days. The clock only starts once the application is complete, so the real lead time is collecting a personal code for every director, agreeing the registered office and email, and settling the share structure. Corporation tax set-up, any VAT registration and the bank account follow afterwards, each on its own timetable.
The company does; you do not. Its registered office must be an appropriate address in the part of the UK where it is registered, which means post sent there comes to the attention of someone acting for the company and delivery can be acknowledged. A PO Box has not qualified since 4 March 2024. Many overseas owners use the address of an agent or an accountant, which is allowed when it meets that test. The directors themselves may live in any country.
There is none for a private limited company. The application contains a statement of capital and initial shareholdings, and a single share is legally sufficient. Issuing more is a commercial choice for the owners, not a legal rule. A public limited company is different: it needs at least £50,000 of allotted share capital, with each share paid up to at least a quarter of its nominal value.
Companies House registers the company and plays no part in opening a bank account. The account is opened after incorporation by a bank or an electronic money institution on its own criteria, and many high-street business accounts expect at least one UK-resident person on the application, while electronic money institutions publish different conditions. Choosing directors and owners with the provider’s criteria in mind is the most useful preparation you can make before filing.
A branch, registered as a UK establishment of an overseas company within one month of opening for business, leaves the foreign parent as the legal entity, so British debts and claims reach the parent directly. A subsidiary Ltd is a separate company with its own limited liability, its own corporation tax return and its own filings. Groups from Canada, South Africa or New Zealand that want that separation choose the subsidiary; the tax effect depends on the treaty with the home country.
Planning a UK company formation? Send us the planned directors, shareholders and activity through our contact page and ask what the registration would need from each of them. You can also write to us on Telegram or WhatsApp at +48 663 247 166.