The UK is one of the most accessible jurisdictions in the world for company formation. You can incorporate a limited company online in 24 hours, sometimes in 3, for under £50 in statutory fees. That accessibility is also its problem — many overseas founders end up with a company that is technically valid but operationally broken: no UK bank account, no compliant registered office, no tax registration, no understanding of the substance requirements that matter for their actual use case.
Here is the full process, including the parts that come after the incorporation certificate arrives.
Step 1: Decide if a UK company is actually the right vehicle
Many overseas founders default to a UK Ltd because they have heard it is easy. It is. That does not make it right. The honest questions to answer first:
- Will the company have UK customers, UK employees, or UK assets?
- Are you trying to access UK financial services (banking, payment processors, fintech APIs)?
- Do you need the credibility that comes with a Companies House registered entity?
- Is there a treaty or tax consideration that points to the UK over your home jurisdiction?
If the answer to none of these is yes, you may not need a UK company at all. If at least one is yes, the UK is usually a sensible base.
Step 2: Structure decisions before you file
Six decisions need to be made before you click "incorporate":
- Company name. Check availability at Companies House. Check trademark availability via the IPO. The two are different. Do not skip either.
- Registered office address. Must be a physical UK address — not a PO box. Use an ACSP-provided registered office if you do not have UK premises.
- Directors. Minimum one. Can be overseas-resident. Will need ECCT identity verification (see our piece on director verification).
- Shareholders and PSCs. Who owns it, in what proportion, and who has significant control (25%+ voting or other prescribed criteria).
- Share structure. Single class of ordinary shares is the right default. Avoid alphabet shares unless you have specific tax reasons and qualified advice.
- SIC code. Pick the code that genuinely describes your activity, not the one that sounds prestigious. HMRC and banks both check.
Step 3: Incorporate
The mechanics are straightforward via Companies House WebFiling or, more commonly for overseas founders, via an ACSP. Filing fee is currently £50 standard, £78 same-day. You receive:
- Certificate of incorporation
- Company number
- Memorandum and articles of association
- Companies House authentication code
This is the easy part. The harder part starts now.
Step 4: The 30-day post-incorporation checklist
- Register for corporation tax with HMRC. Automatic if Companies House notifies HMRC, but verify within 14 days. You will receive a Unique Taxpayer Reference (UTR).
- Open a UK business bank account. This is the bottleneck for overseas founders. Traditional banks usually require UK-resident directors or in-person verification; digital banks (Wise, Tide, Revolut Business, Starling) accept overseas directors more readily but with restrictions. Have ID, proof of address, business model documentation, and projected turnover ready.
- VAT registration if required. Mandatory above £90,000 (current threshold — verify). Voluntary registration may make sense earlier if you have significant UK input VAT.
- PAYE registration if you will employ anyone — including yourself if you are taking salary.
- Confirm registered office and director service addresses are functioning. Mail handling is essential — HMRC correspondence cannot be missed.
- Director identity verification under the ECCT regime.
- Set up bookkeeping from day one. Xero or similar. The cost of cleaning up six months of un-bookkept transactions is always more than the cost of doing it correctly from the start.
- Confirm whether your company is UK tax resident. Most are — but the central management and control test applies. If all directors are overseas and meetings happen overseas, you may have a residence question that needs advice.
Substance: the part most guides skip
A UK company without UK substance is fragile. Banks close accounts. HMRC challenges tax residence claims. Payment processors freeze funds. "Substance" means a genuine UK presence — could be a UK director, a UK office, UK employees, UK operations. A brass plate registered office with no other UK footprint is a structural risk.
For overseas founders we typically recommend either (a) including at least one UK-based director or company secretary, or (b) using ACSP-supported services that provide a clear audit trail of UK operations even when day-to-day management is overseas.
How we help
Our UK formations service handles the full incorporation plus the 30-day post-incorporation checklist as a single fixed-fee engagement. Registered office, director verification, bank account introductions, tax registrations, bookkeeping setup — one project, one timeline, one accountability point.
If you are setting up the UK arm of an existing overseas business, we also handle the more complex parts — transfer pricing documentation, intercompany agreements, and cross-border tax planning. Reach out and we will scope it within 48 hours.