Formation

How to form a UK limited company as a non-resident

By the Atiko team · Last reviewed October 2026

The private limited company, written Ltd after the company name, is the standard business structure in the United Kingdom. It is registered at Companies House, the public registrar of companies. There is no UK residency requirement for its directors or shareholders, which is why founders in other countries use it to run online stores that sell to British and European customers.

Registration is fast and largely digital. The effort lies in preparing accurate information before filing and in meeting the reporting obligations that begin on the day the company is incorporated. This guide covers both, in the order you will meet them, and notes where the decision rests with Companies House, HMRC, a bank or a payment provider.

What a private limited company is

A private limited company is a legal person separate from the people who own and manage it. It owns its assets, enters contracts and is responsible for its own debts. The shareholders’ liability is limited to what they have agreed to pay for their shares. The word private means the shares are not offered to the public.

Ownership and management are distinct roles. Shareholders own the company. Directors run it and carry legal duties toward it. In a founder-led business the same person usually holds both roles, and UK law permits this. A single individual can be the only director and the only shareholder of a private limited company.

The people a company needs

The law requires at least one director who is a natural person, meaning a human being and not another company, and at least one shareholder. Neither needs to live in the United Kingdom or hold British nationality. A private limited company is not obliged to appoint a company secretary.

The company must also identify its persons with significant control, known as PSCs. These are the individuals who ultimately own or control the company, typically through a substantial shareholding or voting rights or through the right to appoint directors. Their details are recorded on the public register. For a company owned by its founder, the founder is the PSC. Where ownership passes through other entities, the individuals at the top of the chain must be identified.

Registered office and registered email address

Every UK company must have a registered office address in the United Kingdom. This is the company’s official address, shown on the public register, where Companies House, HMRC and others send formal correspondence. It must be a real address where documents delivered to the company will reach someone acting for it. A founder abroad cannot use a home address in another country for this purpose.

A registered email address is also required. Companies House uses it to communicate with the company, and it is not published on the public register. The inbox should be monitored and kept current, since important reminders and notices are sent there. Directors additionally provide a service address, which is public, and a residential address, which is kept off the public register.

Identity verification

Companies House now requires identity verification for directors and persons with significant control. This is a recent change in how the register works. It reflects the registrar’s wider role in checking that the people listed on it are real and are who they claim to be.

Verification can be completed directly with Companies House or through an authorized provider, and the routes available depend partly on the identity documents a person holds. Founders living abroad should allow for this step when planning, because the time it takes varies with the documents and the route. Companies House determines whether a person’s identity has been verified, and an incorporation or appointment depends on that result.

The incorporation filing

The application to Companies House brings together the company name, the registered office, the directors, the shareholders and their shares, the PSCs, and a description of the company’s business activity using a standard classification code. It is accompanied by the memorandum of association and the articles of association. The articles are the company’s rulebook, and most small companies adopt the standard model articles.

Share capital is decided at this stage. The applicants state how many shares are issued, their nominal value and who holds them. Many founder-owned companies start with a small number of low-value shares. Online incorporation is typically completed within 24 hours, at the end of which Companies House issues a certificate of incorporation bearing the company number. Government fees are set by the registry, are the same whoever files, and are shown separately from Atiko’s own fee.

• Proposed company name
• Registered office address in the UK and registered email address
• Details of each director and shareholder
• Share capital and how it is divided
• Persons with significant control
• Articles of association

After incorporation, HMRC and tax

Companies House and HMRC are separate bodies. Companies House keeps the register. HMRC is the tax authority. After incorporation the company is brought within corporation tax, and HMRC issues a Unique Taxpayer Reference used for the Company Tax Return. The main rate of corporation tax is currently 25%, with a lower small-profits rate of 19% for small profits.

VAT is a separate tax with its own registration. Whether and when a company must register depends on factors such as the level of its taxable sales and where it and its goods are located, and the rules for businesses established outside the UK differ from those for businesses established there. This is a matter for an independent licensed accountant, who can also address how the company’s position interacts with tax in your country of residence.

Bank account and payment processing

With the certificate of incorporation and the company’s registered details, the company can apply for a UK business account. Some UK business accounts can be opened remotely by non-resident directors, and others expect a director who lives in the country. Each institution sets its own criteria, reviews the company and its owners, and decides whether to open the account.

Stripe and Shopify Payments are available to UK companies, subject to each provider’s own verification of the company, the people behind it, the bank account and the store. Requirements for the account representative vary and change, so they are checked against the provider’s current rules when you apply. You remain the owner, applicant and account holder throughout, and Atiko is independent of both providers.

What the company files every year

A UK company has three recurring filings. The confirmation statement goes to Companies House and confirms that the information on the register, such as directors, shareholders and registered office, is still correct. Annual accounts also go to Companies House and become part of the public record. The Company Tax Return goes to HMRC with the company’s tax computation.

These apply even when the company has not traded. A dormant company still files, in a simplified form. Late accounts lead to automatic penalties, and a company that stops filing can be struck off the register. The accounts and tax return are prepared by independent licensed professionals from the company’s bookkeeping, so keeping orderly records from the first transaction makes each year’s filings simpler.