What Overseas Businesses Should Know
Everything you need to understand about company formation UK, to land, operate and grow in the UK with confidence.
If your business is planning to set up in the United Kingdom, one of the first, and most important, decisions you’ll make is how to form your UK legal entity. We will guide you through the process of company formation UK, from choosing the right structure, through registration, to ongoing compliance.
At Paul Beare, we specialise in helping overseas companies establish a UK presence in a way that is efficient, compliant and aligned with your growth goals.
Why Setting Up a UK Company Makes Sense
When you form a company in the UK, you gain a recognised, credible UK‐based legal entity, access to UK banking, payroll, VAT regimes and a highly transparent regulatory environment. For overseas firms, this means:
Increased business credibility with UK customers, suppliers and partners.
Simplified access to UK bank accounts and financial services.
A clear UK tax and compliance framework.
A base from which the UK, European or international operations can be scaled.
Of course, forming the company is only the start. Getting the right entity, registering it correctly and then keeping it compliant are the critical steps. That’s where preparation becomes essential.
A Guide to Setting up a Subsidiary in the UK
Step 1
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Choose the Right Entity & Structure
While we are focusing on company formation, it’s helpful to recognise that there are multiple legal entity types you might consider, depending on your wider strategy. The most common for overseas companies are: -
• A UK Limited Company (often wholly owned by your overseas parent)
• A UK Subsidiary
• A UK Branch / UK Establishment -
If you’d like to explore how a subsidiary or a branch compares, see our page on Branch vs Subsidiary vs Rep Office. For now, assume you're going ahead with forming a UK limited company. Important structural questions to consider include:
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• Who will be the UK employer and hire UK based staff?
• How will profits be distributed between UK and parent entity?
• Does the UK director structure and board composition reflect your risk, governance and operational model? -
These are all part of the early decisions that shape your setup.
Step 2
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Registration & Administrative Requirements
Once you’ve chosen the entity type, the registration process begins. Key steps typically include: -
• Choosing a company name and ensuring it meets the UK rules and is not already taken.
• Appointing at least one UK company director (two are strongly recommended for many overseas setups).
• Appointing shareholders and allocating share capital.
• Setting your registered office address in the UK (often provided by your adviser or agent).
• Submitting the registration documents to Companies House (the UK company registry), along with the Articles of Association and incorporation form.
• Registering for relevant taxes (for example, the UK entity will normally be liable to UK Corporation Tax and might also need to register for VAT or payroll schemes). -
At Paul Beare, we guide overseas clients through each of these steps, ensuring all documentation is correctly prepared, filed and followed up.
Step 3
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Post Registration Compliance: Your On going Obligations
Forming the UK company is just the beginning. Once live, you’ll need to meet a set of ongoing obligations to remain compliant: -
• Filing the annual accounts and a confirmation statement with Companies House.
• Maintaining accurate records (shareholder registers, director registers, minutes, resolutions) and UK board/management governance.
• Keeping the registered office address active and notifying any changes of address, directors or shareholdings.
• Ensuring UK payroll registration and withholding where you have UK staff.
• Registering for VAT if your turnover exceeds the threshold or you expect to reclaim VAT.
• Paying UK Corporation Tax on profits and potentially managing cross border tax implications if your parent company is outside the UK. -
Failing to meet these requirements can lead to fines, delays and reputational risk, so forming the company is only the first step of the journey.
Why Partner with Paul Beare?
For overseas companies forming in the UK, Paul Beare offers a full service designed to make the process seamless and stress free:
Guidance on choosing the correct UK entity and structure, aligned with your long‑term expansion objectives.
Assistance with company formation and registration, including preparation of statutory documents, liaising with Companies House and ensuring correct setup.
Provision of a registered UK office address and optional company secretary services.
Ongoing compliance support: annual filings, record‑keeping, shareholder and director changes, and governance best practice.
Advice on UK taxation, payroll, HR and banking as part of your UK presence.