Last reviewed September 2026 by Julia Thompson, Corporate Client Service Specialist

Company Formation in the UK: Register a Ltd, PLC, LLP or Branch

ShelfCompanies24 has been forming UK companies for international founders since 1995. Our UK team handles every step of company formation in the UK on a single agreed service contract, from choosing the right legal form through Companies House registration, HMRC corporation-tax registration, PSC filing and your first UK bank account. UK Ltd formation is among the world’s fastest: standard online formation completes in 24 hours. Most clients are trading inside one week, or in 24 to 48 hours if they choose a ready-made off-the-shelf Ltd.

One consolidated scope

Our service covers Companies House filings, registered office, HMRC registration.

One-stop-shop

UK Ltd formation + virtual registered office + banking introduction + UK accountant under one roof.

Speed & service

Companies House online formation completes in 24 hours. Dedicated UK case manager.

Fully remote

UK formation requires no notarisation. Electronic signatures only.

Burden is ours

We file IN01 (incorporation), draft articles, register the PSC, organise CT41G, and introduce banking and accounting.

Which UK Company Type Should You Register?

Ltd: Private Limited Company

The Ltd is the workhorse of UK commerce, accounting for the overwhelming majority of UK corporate registrations each year. Governed by the Companies Act 2006.

  • Share capital: minimum £1 (one share at one penny is technically permissible).
  • Shareholders: 1+, any nationality, any country of residence.
  • Directors: at least one natural person director (corporate directors permitted alongside but at least one human director required since 2024 amendment). No UK residency requirement.
  • Company secretary: optional for private Ltd.
  • Annual filing: confirmation statement (CS01), annual accounts (full or abridged depending on size), corporation tax return (CT600).

PLC: Public Limited Company

Required for any UK company seeking listing on the London Stock Exchange or AIM, and certain regulated sectors.

  • Share capital: minimum £50,000 nominal allotted, £12,500 paid up.
  • Shareholders: minimum 1.
  • Directors: minimum 2.
  • Company secretary: mandatory and must be qualified (chartered, ICAEW, ICAS, or with relevant experience).

LLP: Limited Liability Partnership

Combines partnership taxation (transparent, partners taxed individually) with limited liability. Popular with professional services firms (accountancy, law).

  • Members: minimum 2.
  • Designated members: minimum 2 (responsible for filing duties).
  • Tax: transparent, profits flow to members for individual taxation.

Other forms

  • CIC, Community Interest Company (social-enterprise variant of Ltd)
  • Limited by guarantee, for non-profit / member-driven entities
  • Branch of foreign company, registered as an Overseas Company at Companies House

Comparison table

Form Min. capital Formation time Best for
Ltd £1 24 hours (online) Default, SMEs, holdings, contracting
PLC £50,000 1 to 2 weeks Listed groups, capital-raising
LLP No share capital 3 to 5 working days Professional services partnerships
Overseas branch Parent-dependent 2 to 4 weeks Foreign multinationals with UK presence
Off-the-shelf Ltd £100+ (paid) 24 to 48 hours Need immediate trading + history

How to Register a UK Company as a Non-Resident: Step by Step

1. Strategy call and entity choice

30-minute consultation to confirm legal form, shareholder/director structure, business activity (with UK SIC codes), registered office, share-capital level, and banking preferences.

2. Name check at Companies House

The proposed name is checked against Companies House for distinguishability and rejection-risk (sensitive words, regulated terms). Most names clear within minutes via the Companies House WebFiling service.

3. Drafting the articles of association

For most Ltd companies the standard “Model Articles” (Schedule 1, Companies Act 2006) work well. For multi-shareholder structures with non-standard rights, drag-along, tag-along, pre-emption or share classes, we draft bespoke articles. Bilingual where requested.

4. Form IN01: incorporation application

The Companies House incorporation application (IN01) is filed electronically. It includes:

  • Memorandum of association (each shareholder takes at least one share)
  • Articles of association (Model or bespoke)
  • Director details (form CT41G data captured automatically)
  • Shareholder details and initial share allotment
  • PSC declaration (Persons with Significant Control)
  • Registered office address (must be UK)
  • Statement of capital

Companies House issues the certificate of incorporation typically within 24 hours; a same-day service is available for an additional registry fee.

5. HMRC corporation-tax registration

Companies House informs HMRC of the new incorporation. HMRC issues a CT41G letter to the registered office within ~14 days, containing the UTR (Unique Taxpayer Reference) and corporation-tax notification details. The first CT600 return is due 12 months after the accounting reference date.

6. VAT and PAYE registration (as required)

VAT registration is mandatory above £90,000 turnover threshold (2024); voluntary below. PAYE is mandatory once you employ anyone above £123/week. Both registered via the HMRC online portal.

7. Open a UK bank account

UK banks have tightened KYC since 2018, many high-street banks now expect substantial UK presence or revenue. Foreign clients increasingly use challenger banks (Starling Business, Tide, Revolut Business UK, Wise Business, Allica Bank) which onboard non-resident-controlled Ltd companies more readily. We match clients to the right bank for their profile.

8. Statutory registers and operational readiness

The company must maintain registers of members, directors, secretaries (if any), allotments, and Persons with Significant Control. We provide bound or digital statutory registers as part of the formation package.

Typical Timeline for Company Formation in the UK

Scenario Typical duration
Ltd via Companies House online (standard) 24 hours
Ltd via Companies House same-day service (registry surcharge) Same business day
PLC 1 to 2 weeks
LLP 3 to 5 working days
Overseas branch 2 to 4 weeks
Off-the-shelf Ltd transfer 24 to 48 hours

Costs: What You Will Actually Pay

A UK formation budget has two parts: the statutory filings, whose fees are set and published by Companies House, and the professional services you choose around them. These are the line items that normally appear.

Line item What it covers
Companies House standard incorporation filing Statutory registry fee, paid on submission
Same-day incorporation supplement Optional registry surcharge for same business day clearance
Bespoke articles drafting Only if you depart from the model articles: share classes, investor rights, transfer restrictions
First-year registered office UK address for Companies House and HMRC correspondence
Statutory registers (digital or bound) Members, directors and PSC registers, maintained from incorporation
UK accountant, micro or dormant company Monthly bookkeeping, annual accounts and the CT600 return
Confirmation statement Annual registry filing, fee set by Companies House

Your consultant confirms the full scope in writing before you commit, so nothing on this list arrives as a surprise later.

UK Corporate Tax Environment (2026)

  • Corporation tax, small profits rate 19% on profits up to £50,000.
  • Corporation tax, main rate 25% on profits above £250,000.
  • Marginal relief applies between £50,000 and £250,000 (effective rate ~26.5%).
  • VAT 20% / 5% / 0%, standard / reduced / zero-rated.
  • 0% withholding on most dividends, a real advantage for cross-border holdings. Interest and royalties are different: the UK implementation of the EU Interest and Royalties Directive was repealed for payments made on or after 1 June 2021, so UK source interest and royalties paid to an associated EU company now carry 20% withholding unless a double taxation agreement reduces it.
  • R&D tax relief, Research & Development Expenditure Credit (RDEC) and SME relief regimes; up to 27% effective benefit.
  • Patent box, 10% effective rate on profits derived from patented inventions.
  • Capital allowances, including the Annual Investment Allowance (£1m) and full expensing for plant and machinery.
  • Substantial Shareholding Exemption (SSE), exempts qualifying disposals of subsidiaries from corporation tax.
  • Pillar Two rules apply to multinationals with consolidated revenue over €750m.

Setting Up a UK Company as a Non-Resident

Nothing in the Companies Act 2006 requires a shareholder or a director of a Ltd to live in the UK, hold a UK passport or have a work permit, which is why so much of our UK work is for founders who have never been here. The practical requirements are narrower than people expect: at least one director who is a natural person, a registered office address in the UK for Companies House and HMRC correspondence, and a PSC entry for anyone controlling more than 25% of the shares or votes. Tax residence is a separate question from incorporation, because a UK registered Ltd that is centrally managed and controlled abroad may be treaty resident elsewhere, and that is worth settling before you file rather than after.

Opening a company in the UK from abroad

The filing itself is electronic and needs no notarisation, so the paperwork you supply is a KYC pack rather than a stack of deeds: certified passport copies, proof of address for each director and person with significant control, and a short description of the intended activity with its SIC codes. Apostilles come in only where a bank or a foreign registry asks for them, and we arrange those. The stage that genuinely takes longer for a non-resident is the bank account, which is why we pre-position the application rather than sending it in cold.

Frequently Asked Questions about UK Company Formation

How do I register a company in the UK from another country?

The same way a UK resident does, and from your desk. You confirm the name, the directors, the shareholders and the share capital, we check the name against the Companies House index, prepare the articles and file the IN01 application electronically. Companies House normally issues the certificate of incorporation within 24 hours. You never sign in front of a notary and you never need to enter the UK, but the company does need a UK registered office address.

How do I register a business in the UK with HMRC?

Registering the company at Companies House starts the tax side automatically: HMRC is notified of the incorporation and issues the CT41G letter with the company’s Unique Taxpayer Reference to the registered office, normally within about 14 days. VAT registration is separate and becomes mandatory once turnover passes the VAT threshold, voluntary below it, and PAYE registration is separate again and applies once you employ anyone.

How long does it take to set up a limited company in the UK?

Standard online formation at Companies House takes 24 hours, and a same business day service is available for a registry surcharge. That puts the UK among the fastest jurisdictions in the world for company registration, comparable only to Estonia with e-Residency, Singapore and Hong Kong. Being registered is not the same as being operational, though: the HMRC acknowledgement and the bank account set the real start date, normally 1 to 2 weeks in total.

What is the minimum share capital for a UK Ltd?

£1 (one share at one penny nominal value is technically permissible). Most Ltd companies are formed with £100, £1,000 or £100,000 of share capital depending on intended use and bank-onboarding considerations.

Do the directors or shareholders have to be resident in the UK?

Correct for the United Kingdom. Neither shareholders nor directors need to live in the United Kingdom or hold any particular nationality. The company does need a British registered office address, a registered email address, and at least one director who is a natural person aged 16 or over. Since 18 November 2025 every director and person with significant control must verify their identity with Companies House under the Economic Crime and Corporate Transparency Act 2023.

Do I need a UK address?

Yes, the registered office must be a real UK address (England & Wales, Scotland, or Northern Ireland depending on jurisdiction selected). We provide a London or other UK city virtual registered office as part of the formation package.

How much corporation tax will my UK Ltd pay?

19% on profits up to £50,000, 25% on profits above £250,000, with marginal relief tapering between (effective ~26.5% in the band). VAT 20% standard. No dividend withholding tax in most cases, although UK source interest and royalties carry 20% withholding unless a treaty reduces it, because the EU Interest and Royalties Directive stopped applying to UK payments made on or after 1 June 2021. R&D-intensive SMEs benefit from substantial R&D relief (up to ~27% effective benefit on qualifying spend).

What is a PSC and why does it matter?

A Person with Significant Control is any individual holding more than 25% of shares or voting rights in the Ltd, or who exercises significant influence/control. PSC information is filed with Companies House and made publicly accessible, a key UK transparency rule under the Small Business, Enterprise and Employment Act 2015.

Can I run my UK Ltd entirely from abroad?

Yes. UK tax residence is determined by the place of central management and control. If your Ltd is centrally managed and controlled from abroad, it may be tax-resident there under a double-tax-treaty tie-breaker, though it remains a UK-incorporated company for Companies House purposes. We discuss tax-residence considerations during the strategy call.

What comes after Companies House registration?

HMRC corporation-tax registration (automatic via the CT41G letter, typically within 14 days), VAT registration if relevant, PAYE registration if hiring, statutory registers maintenance, bank account opening. Most clients are fully operational within 1 to 2 weeks.

Ready to register your UK Ltd? Contact our UK desk for a service covering Companies House, HMRC, registered office and banking introduction.

Related Services in the UK

Why Choose United Kingdom Over Comparable Jurisdictions

United Kingdom is one of several jurisdictions where ShelfCompanies24 maintains pre-formed entities and active formation services. Why pick United Kingdom for your Ltd specifically? Same-day formation, English law, global reach is the headline reason, but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you are weighing a structure decision against the actual operating profile of your business.

  • 2026 corporate tax rate: 25% / 19% < £50k.
  • Formation timeline: 24 hours for new incorporation, 24 hours for shelf-Ltd transfer.
  • Single point of contact: One case manager coordinates the registry filing, the registered office and the bank introduction, so you are not briefing an accountant, a lawyer and a bank separately.
  • Banking access: our consultants pre-position your Ltd with banks that accept the structure for your operating profile, rather than letting your application sit cold in an onboarding queue for 8-16 weeks.
  • Market access: the UK sits outside the EU single market, so sales into the EU follow import and export rules, and the Ltd trades on the UK’s own treaty and trade agreement network.

Substance, Pillar Two, and 2026 Regulatory Realities

Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:

  • OECD Pillar Two, global minimum effective tax rate of 15% on multinational groups with consolidated revenues above the Pillar Two threshold. Where applicable, United Kingdom (like every modern jurisdiction) operates a Qualified Domestic Minimum Top-up Tax (QDMTT) so any top-up tax accrues locally rather than to a foreign parent jurisdiction. Smaller groups and standalone companies are out of scope of Pillar Two and continue under the regular United Kingdom tax regime.
  • Beneficial-owner transparency, the UK records beneficial ownership in the register of people with significant control (PSC register), under Part 21A of the Companies Act 2006. It is open to public inspection. We prepare the filing and keep it current as part of the ongoing service.
  • Substance expectations, passive holding companies face a reduced substance test; active income-generating activities face the full test (adequate staff, premises, and management presence in United Kingdom commensurate with the activity carried on). Your consultant maps your activity profile to the substance level needed before incorporation.

For the United Kingdom specifically: 25% main rate, 19% small-profits rate on profits up to £50,000, and a 26.5% effective marginal rate between £50,000 and £250,000. The 25% cap is confirmed for the parliament term.

Common Pitfalls When Forming a British Company

Issues we routinely see when prospects come to us after attempting the process directly with local providers in United Kingdom:

  • Underestimating documentation, incomplete KYC packs, missing apostille on cross-border documents, or notarisation defects routinely add 2-4 weeks to a 24 hours target. Our pre-flight document checklist eliminates this in advance.
  • Picking the wrong legal form, choosing the Ltd when an alternative British structure would have been better for the activity profile, or vice versa. Reorganising later means redoing the registry filings and the bank onboarding.
  • Bank onboarding mismatch, applying to a bank whose product profile doesn’t match your transaction volume, currency mix, or industry. Re-applying after rejection signals risk to the next bank.
  • Gaps in post-incorporation registrations, VAT/sales-tax thresholds, beneficial-owner deadlines, and sector-specific licences each have their own filing windows that the basic incorporation pack doesn’t cover.

Additional Questions about United Kingdom Formation

Can I change the registered name of a British Ltd after acquisition or formation?

Yes. A name change is filed with the Companies House via a directors’ resolution and a routine filing, typically clears in 24 hours. We include up to one name change as standard for both shelf-company purchase and new formation.

Does a UK Ltd still get treaty relief on cross-border dividends and royalties?

It does, but under bilateral treaties rather than EU law. The Parent-Subsidiary Directive and the Interest and Royalties Directive stopped applying to the UK when it left the EU, so withholding tax on dividends, interest and royalties flowing to or from a UK Ltd is settled by the treaty with the other country. The UK network is one of the widest in the world, and relief depends on the company being UK tax resident and on the principal purpose test.

How does ShelfCompanies24 protect client confidentiality?

Client information is held under contractual non-disclosure plus the professional-secrecy obligations applicable to corporate-service providers in our home jurisdiction. We do not share client identity or transaction details with third parties beyond what is statutorily required (KYC reporting, beneficial-owner-register filings, AML/CTF reporting where triggered). Our internal access to client files is logged and access-restricted by need-to-know.

What does a UK Ltd have to file every year?

Three things, on their own deadlines. A confirmation statement at Companies House, which restates the officers, the share capital and the PSC record. Annual accounts, full or abridged depending on the size of the company, also filed at Companies House. And the CT600 corporation tax return to HMRC, due twelve months after the accounting reference date. VAT returns and PAYE filings are added where the company is registered for them.

What is the difference between forming a Ltd versus a branch of a foreign company in United Kingdom?

A Ltd is a separate legal entity British-tax-resident with its own corporate tax filings and beneficial-owner record. A branch is an extension of a foreign parent, the foreign parent is the legal entity, the United Kingdom branch books local-source income but the parent’s overall tax liability cascades. Most foreign owners pick a Ltd for liability ring-fencing and clean tax accounting; branches are sometimes preferred where the parent has specific group-relief or treaty considerations that depend on common legal personality.

Service Scope: What ShelfCompanies24 Delivers

Engaging us for your British new Ltd formation covers the following deliverables under one service:

  • Initial scoping call, free, 30-45 minutes, with a British-experienced consultant who maps your business model to the right structure.
  • KYC pack preparation, checklist, sample templates, and review of your draft documents before submission.
  • Ltd drafting, memorandum and articles of association, directors’ resolutions, share-capital subscription, registered-office agreement.
  • Companies House filing, electronic submission, fee payment, and clearance of any registry queries.
  • Tax registration, corporate tax identification, VAT/sales-tax registration where applicable.
  • Beneficial-owner register filing, initial filing plus ongoing maintenance during the first 12 months.
  • Bank account introduction, pre-screened bank match, supporting documentation pack, and follow-up with the relationship manager.
  • Apostille and courier, for cross-border documents requiring legalisation.
  • Digital handover pack, certificates, registers, share certificates, banking credentials, and a 12-month compliance calendar.

The deliverable scope is identical regardless of whether you are based in the EU, the US, the UK, the Middle East, or APAC, we operate the same service globally for British corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are scoped separately, so the incorporation or transfer work stays exactly as agreed.

We accept cryptocurrency payments Get details →