Overseas

SERVICES FOR OVERSEAS CUSTOMERS

Company Formation UK

Why form a company in the UK?

The United Kingdom is perhaps the easiest and least expensive jurisdiction in the world in which to establish a limited company. Certainly within Europe and more specifically within the EEA (European Economic Area), the ease of doing business across international boundaries leads many new businesses to establish a company in the UK, which can then carry out its activities anywhere in the world.

The principle reason for this is that unlike most countries, the UK has a very simple process of incorporation that does not require the input of a lawyer, notary or magistrate as is often the case. Such processes usually increase costs of incorporation. Additionally, a UK limited company has a minimum capital requirement of only £1, whereas many jurisdictions require many thousands of Euros or equivalent to capitalize a company upon its incorporation.

There are no restrictions on where the place of business is established for a UK company, nor where directors or shareholders are resident. UK companies can be managed from anywhere in the world, and conduct their business anywhere in the world.

We strongly recommend using our All Inclusive service if you are based outside the UK and trying to form a company in the UK, in order to maximize the benefit of using CRO and the comprehensive service we provide for you.

Corporation Tax in the UK

Subject to local taxation laws and existing agreements with the UK tax authorities, it is often possible to form a company in the UK as tax exempt, thus simplifying the taxation requirements where the company is managed.

Dependent upon local tax legislation, where UK companies do not carry out any trading activities in the UK, it is commonplace for those companies to be treated as non-resident for corporation tax in the UK, and to register with the tax authorities in the country where they are managed.

For example: a businessman in the EU who carries on all his work in his own country can incorporate a company in the UK, then register his UK company as a branch with a place of business in that country. He may then apply to the UK tax authority to have his UK company registered as exempt from tax in the UK.

There will still be a requirement to maintain records of the UK company at Companies House including details of directors and shareholders and we can complete all necessary company secretarial duties on your behalf to ensure that your company remains fully compliant with UK law. We can also liaise with the relevant authorities to ensure your company is set up correctly and if appropriate deal with the non-resident tax status for you.

We register thousands of companies for overseas customers every year. If you think this may be an option for you, speak to your professional advisers for further information or contact us directly. Alternatively, we also offer many other company registrations such as company formation services and company searches.

FAQs for Overseas Customers

We have compiled a list of the most common questions asked by our overseas customers.

Anybody can form a UK limited company providing the directors are all aged 16 or over. Directors cannot be an undischarged bankrupt. It is not necessary for the directors or shareholders to be resident in the UK, however you will need to provide a UK address for the registered office of the company. Many people resident or domiciled in overseas jurisdictions discover that there are several advantages to incorporating in the UK, these include:-

  • The fees for incorporating a company in the UK are well below many parts of Europe
  • The company can be incorporated with only one shareholder
  • The minimum capital requirement is just £1
  • We can complete the incorporation process electronically within 3 hours without the involvement of either the court or notaries

We can provide a registered office for your company where a separate address for the service of routine paperwork and official correspondence from authorities such as Companies House and HM Revenue & Customs is required. We can provide a registered address at our head office in Cheshire or at a prestigious London address.

UK company can be incorporated with just one person involved. A UK limited company must have at least one director. There is no limit to the number of directors allowed.

There is no requirement for a private company to have a company secretary (unless its Articles of Association explicitly require the company to have a secretary). However, we strongly advise that companies operated entirely by directors based overseas appoint a UK professional company secretary. We can provide this service for you.

A company can have any number of shareholders holding any number of shares. There must be at least one shareholder and a company can have a sole shareholder. A company cannot exist without an allotted share capital.

In simple terms, the shareholding of a company determines its ownership, and this is usually structured very easily. If your company is to be wholly owned by yourself, you need only have a single share issued in your name to begin with. Alternatively, should you wish to spread shares amongst various family members or investors, an allotment of 100 shares may give the flexibility required.

Larger numbers of shares can be issued to shareholders who introduce capital into the company, reflecting their financial investment. High levels of capital are sometimes, although rarely, introduced at the outset in order to demonstrate capital commitment and to encourage confidence in the company on the part of potential lenders or suppliers.

However, please note that in the event of failure of a business, a shareholder will be responsible for any amount outstanding on shares registered in his name that are not fully paid at the date of receivership. Therefore it is not advisable to allot large numbers of unpaid shares at the outset.

If conducting business overseas or entering into contracts with non-UK customers, it is possible that lawyers or local regulations may require that a company affixes an official seal to legal documents, contracts or lease agreements. In addition, when trading overseas, an Apostille of Company Documents maybe required. This process is called Legalisation and is the official confirmation that a signature, seal or stamp on a UK public document is genuine.

Foreign authorities usually require legalisation before they will allow a UK document to be used for official purposes in their country. The most common reason for requiring an Apostille is that a non-UK bank or registration authority demands proof of the validity of company documents. An Apostille is a stamp or adhesive label, signed by the Foreign & Commonwealth Office (a UK government department), and applied to a signed legal or government document or commercial contract.

Our fee for the Apostilling of the Certificate of Incorporation, Articles of Association, and a list of current directors is £125 + vat. We have to follow a strict process of having documents first certified as authentic by a lawyer, then submitting to the Foreign Office for the Apostille certificate to be issued. The process consequently takes up to ten or fifteen working days to complete.

Every company director has a personal responsibility to deliver statutory documents to Companies House as and when required by the Companies Acts. These include, in particular:

  • Accounts
  • Confirmation Statement
  • Notice of change of Directors or Secretary or in their personal details
  • Notice of change of share allotments
  • Change of registered office address

And many others

As a Director of a company, Companies House can prosecute for not submitting these documents on time. This is a criminal offence and upon conviction the court can impose a fine of up to £5,000 for each offence. There is a separate financial civil penalty imposed on the company for the late filing of Accounts.

If Companies House believes that the company is no longer carrying on business or in operation, after writing to the company to check whether that is true, Companies House will strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the Crown. Processes exist for the restoration of a company to the register so as to reactivate it, and we can advise on this process.

Anyone conducting business in the UK whose taxable supplies exceed the registration threshold of £85,000 must register for VAT with HM Revenue and Customs. This includes sole traders, partnerships and limited companies. Taxable supplies are all goods and services which are sold or supplied and liable to VAT, whether or not you are registered for VAT. If your turnover for the previous 12 months is over the current threshold, or may go over the threshold in the next 30 days, you must register for VAT. Therefore, turnover should be reviewed on a regular basis.

You can also register voluntarily for VAT even if your value of taxable supplies is below the threshold. Once registered for VAT you will have to charge VAT on your products and services. If your customers are mainly non-VAT registered (i.e. individuals) then registering for VAT will mean that your customers will be paying more. However you will be able to reclaim your input tax on purchases. You will need to consider very carefully whether there are any advantages to your business in registering for VAT.

It is important to check VAT registration requirements in your own country of residence.

You will need a company bank account in the name of your company to carry out business. If you are operating outside of the UK the company’s bank account can be anywhere in the world. A company may operate through any number of accounts it chooses, and in any currency.

Yes. Most of our staff of course speak only English, but we do have members of staff who can talk to you in some other languages. You can pick up the phone and talk to real professional people should you have any questions or problems before during and after you have ordered. We are proud of our commitment to customer service, and every client receives the same high quality of support from our friendly and helpful staff. Telephone: +44 (0)161 440 8884 or email: [email protected]

Simply access our online order pages and you will be asked to enter all the information we require to set up your company correctly. Our order system is simple and easy to use and has comprehensive guidance to help you through the process. Please note the following section to ensure you have the necessary information available before starting your order. When placing your order, you must use English characters. You cannot register names using foreign language text characters or accents.

You will need the following details for each person who is to be appointed as a Director or Shareholder of the company in order to place your UK limited company formation order request:

Full name (including middle names)

  • Residential address
  • Date of Birth
  • Nationality
  • Occupation
  • First 3 letters of town of birth*
  • Last 3 digits of telephone number*
  • Last 3 digits of passport number*

* these details are required to formulate an electronic filing PIN code

UK company registration agents are subject to strict Anti-Money Laundering Regulations and we are required by law to obtain proof of identity for all individuals with whom we create a business relationship.

If you propose to register a company with our service and nothing more, then it is likely that you will not be asked for any formal identification. However, if you wish to utilise any on-going service whereby we are then considered to have a continuing business relationship with you we must comply with the Regulations. In these circumstances we will require the following in respect of every director and shareholder:

  • Copy of Passport or National Identity Card
  • Copy of bank statement or credit card statement showing the usual residential address of the account holder. Note: this cannot be a document that has been printed from the internet.

Copies must be certified as true copies of originals by a recognised official such a Lawyer, Post Office employee, Notary, Police or Magistrate as follows:

  • The certifying signature must be accompanied by the words (in English) “I hereby certify this to be a true copy of the {passport}{identity card}{bank statement} of Mr xxxxxx”
  • The official stamp or seal of the organisation and person certifying the document must be shown
  • The full name and address of the organisation and the person certifying the document must be shown
  • Do not send original documents

We are generally able to register your company prior to receipt of identification documents if these are required. However we reserve the right to delay incorporation or the provision of any services where we consider there to be an increased risk under the Money Laundering Regulations. We will advise you if this is the case. If you are based outside the EU we may ask for supporting identification documents before we submit your application to Companies House. If you are based outside the EU we may ask for supporting identification documents before we submit your application to Companies House.
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Company Registrations Online Limited is a company registered in England and Wales
with company number 3838753, VAT registration number 732 4047 59

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Head Office – Carpenter Court, Maple Road, Bramhall, Stockport, Cheshire SK7 2DH  T: +44 (0)161 440 8884    |    E: [email protected]
Information Services Office – Ground Floor, Castle House,  63-69 Cardiff Road, Taffs Well, Cardiff CF15 7RD  T: +44 (0)2920 990800    |    E: [email protected]

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