The requirements for a UK company formation depend slightly on what type of company is needed. Generally, you will need details of the officers, shareholder, the individual(s) who have significant control and selection of an appropriate SIC code – what the company actually does.
These are the steps involved for the three main types of UK legal entity for UK company formation of an overseas company:
Setting up a standalone UK Limited company
Decide on a preferred company name.
Check if this name is available, and hasn’t been registered by another individual/company.
*You can do this with Companies House.
Obtain director and shareholder detail:
- Full name
- Personal Address (not made publicly available)
- Service Address (will be publicly available)
- Date of birth
- Contact telephone number
- Mother’s Maiden name
- Town of birth
Decide on Share Capital. This can be as low as £1.00 for one shareholder – similarly if the UK company is a subsidiary this can also be £1.00.
Note, this should be in GBP only to make your accounting records easier to maintain.
Confirm who is a Person of Significant Control (PSC) and who should be listed on the PSC Register.
An individual who has significant control or influence over a company can be a person or legal entity, such as another company or firm. More than one entry could qualify for this.
The filing fee with Companies House to register online is £12, £40 if you register by post (8 – 10 days turnaround), or same day for £100.
Partnership Company in the UK/LLP
Another option is a partnership company setup. This is explained in further detail here.
If however you would like to utilise our team for support and expertise, we have a variety of options, including ancillary support functions such as opening a UK bank account, VAT registration, payroll etc.
Please get in touch for discussing your UK company setup.
Setting up a UK Subsidiary Company
This same information is required to register a subsidiary in the UK. In addition to the points above, you will also need shareholder information on the parent company – it’s registration number, and full address of where the company is incorporated. These same proofs of identity will be needed by UK banks when opening a local bank account.
There are advantages of a subsidiary, and there are disadvantages of a subsidiary. You need to understand these before you commit to setup in case this structure is not appropriate for your longer-term objectives.
As with above, the filing fee with Companies House to register online is £12, £40 if you register by post (8 – 10 days turnaround), or same day for £100.
It might also be appropriate to appoint a board to run your UK subsidiary. This is generally with individuals of the parent company board. The UK Company board structure, and task duties are explored here.
Although no longer legally necessary we recommend you appoint a UK local to be Company Secretary to handle tax/legal documents for you over here.
Closing down a UK Limited company will take at least 3-5 months, and it is important that setting up a new company in the UK is the right course of action.
Registering a branch/UK establishment
This is more involved than the setup of a UK limited company. The volume of data required is extensive.
You must register within 1 month of opening a UK establishment. The overseas company must provide Companies House the following:
- A completed “registration of an overseas company opening a UK establishment OS IN01” application form – 17 pages long
- The standard registration fee of £20.
If the company is registering its first UK establishment, it must also deliver to Companies House the following additional documents:
- a certified copy of the company’s constitutional documents (e.g. charter, statute, memorandum and articles of association etc.) with a certified translation in English if the original is in a language other than English
- a copy of the company’s latest set of accounts (with a certified translation in English if the original is in a language other than English) if an overseas company is required to prepare and deliver accounts under parent law.